Common use of Indemnification in Certain Events Clause in Contracts

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such 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.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union Foothill or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amountany Commitment, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers Borrower shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such increased cost. A certificate as to the amount of such increased cost shall be submitted to the Borrowers Borrower by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If after the Original Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union Foothill or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "“Funding Bank"”) or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' ’ capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's ’s or Lenders' ’ policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amountany Existing Commitment, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such 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.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union the Lender or any other banking or financial institution from whom any of which the Lenders borrow Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender's capital as a consequence of its obligations hereunder to a level below that which such the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding BankLender's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by such the Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or amount receivable in respect thereof by the Letters of CreditLender, then the Borrowers shall from time to time shall, upon demand by the Agentdemand, pay to the Agent Lender additional amounts sufficient to indemnify the Lenders Lender against such increased cost. A certificate as to the increase in cost or reduction in amount of such increased cost shall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest errorreceivable.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union any Lender or any other banking or financial institution from whom which any of the Lenders borrow Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders such Lender of funding or maintaining the Revolving Credit Committed AmountLoans made or to be made by such Lender, or reduces the Revolving Loans, the Term Loans or the Letters of Creditamount receivable in respect thereof by such Lender, then the applicable Borrower or Borrowers shall from time to time shall, upon demand by the Agent, pay to the Agent for the benefit of such Lender additional amounts sufficient to indemnify the Lenders such Lender against such increased cost. A certificate as to the increase in cost or reduction in amount of such increased cost shall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest errorreceivable.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union Wachovia or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, in its reasonable discretion, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such increased cost. A certificate (together with reasonable supporting detail) 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.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union any Lender or any other banking or financial institution from whom which any of the Lenders borrow Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders such Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or the Letters of Creditamount receivable in respect thereof by such Lender, then the Borrowers shall from time to time Borrower shall, upon demand by the Agent, pay to the Agent for the benefit of such Lender additional amounts sufficient to indemnify the Lenders 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 costcost 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. A certificate as 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 increased cost Lender and such Lender shall be submitted thereupon assign its Commitment, any Loans owing to such Lender, and the Borrowers Notes held by the Agent and shall be conclusive and binding absent manifest errorsuch Lender to such Eligible Assignee in accordance with Section 2.10.

Indemnification in Certain Events. If after the Original Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union Foothill or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amountany Commitment, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers Borrower shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such increased cost. A certificate as to the amount of such increased cost shall be submitted to the Borrowers Borrower by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If after the Closing Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union the Agent or to any of the Lenders, or any other banking or financial institution from whom any of the Lenders borrow borrows funds or obtain obtains credit (a "Funding BankFUNDING BANK") or any of the Lenders), or (bii) the 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 (ciii) the 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 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lenders' Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or (ciii) is or results in an increase in increases the cost to the Agent or any of the Lenders of (A) funding or maintaining the Revolving total Commitments or (B) causing the issuance of any Letter of Credit Committed Amountor of purchasing or maintaining any participation therein, or reduces the Revolving Loans, amount receivable in respect thereof by the Term Loans Agent or the Letters of Creditany Lender, then the Borrowers shall from time to time upon demand by the Agent, jointly and severally, pay to the Agent Agent, for the account of each applicable Lender or, as applicable, a Funding Bank, additional amounts sufficient to indemnify the Lenders against such increased costincrease 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 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 and binding 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 after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union Lender or any Underlying Issuer or any other banking or financial institution from whom any of the Lenders borrow such Person borrows funds or obtain obtains credit (a "“Funding Bank") or any of the LendersInstitution”), or (b) a Funding Bank Lender, any Underlying Issuer or any of the Lenders Funding Institution complies with any future guideline or request from any central bank or other Governmental Authority or (c) a Funding Bank Lender, any Underlying Issuer or any of the Lenders 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 a Funding Bank Lender, any Underlying Issuer or any of the Lenders 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any the capital of the Lenders' capital Lender or such Underlying Issuer as a consequence of its obligations hereunder to a level below that which such Lender Person could have achieved but for such adoption, change or compliance (taking into consideration such Person’s or such Funding Institution’s policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and the result of or any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in increases the cost to any of the Lenders Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of CreditCommitment, then the Borrowers shall from time to time upon demand by Lender, for the Agentaccount of Lender or, pay to the Agent as applicable, a Funding Institution, additional amounts sufficient to indemnify the Lenders such Person against such increased costincrease in cost or reduction in amount receivable. A certificate as to the amount of such increased cost shall and setting forth in reasonable detail the calculation thereof shall, if requested by any Borrower, be submitted to the Borrowers such Borrower by the Agent Person making such claim, and shall be conclusive and binding shall, absent manifest error, be presumptively correct.

Indemnification in Certain Events. If after the Original Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union Foothill or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amountany Existing Commitment, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such 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.

Indemnification in Certain Events. (a) If after the Closing Effective Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union BT, any Bank or any other banking or financial institution from whom Affiliate controlling any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (bii) a Funding Bank or any of the Lenders 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 (cii) 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) a Funding Bank or any of the Lenders 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, or a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender a Bank or an Affiliate controlling a Bank could have achieved but for such adoption, change or compliance (taking into consideration the Funding such Bank's or Lenders' Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender Bank or such Affiliate controlling such Bank to be material, and the result of then in any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amountsuch case, the Revolving LoansCompany shall, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent 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 Lenders Affiliate controlling such Bank against such increased costincrease 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 Borrowers Company by the Agent Administrative Agent, or the applicable Bank or the applicable Affiliate controlling such Bank, and shall be conclusive and binding 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. (b) It is understood that (i) Section 4.08(a) does not relate to any changes in the rate of tax on the net income of the Issuing Bank, or any Bank, or any Affiliate controlling such Bank imposed by the jurisdiction in which it is organized, maintains a lending office or its principal office, or has any other contacts or connections that would subject it to taxation therein (excluding any connection or contact arising solely from the Issuing Bank, or such Bank or such Affiliate having executed, delivered, performed its obligations or received a payment under, or enforced this Agreement or any other Loan Document) and (ii) any payment made under this Section 4.08 shall be made without duplication for any item that is covered by Section 4.09.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union Lender or any Underlying Issuer or any other banking or financial institution from whom any of the Lenders borrow such Person borrows funds or obtain obtains credit (a "“Funding Bank") or any of the LendersInstitution”), or (b) a Funding Bank Lender, any Underlying Issuer or any of the Lenders Funding Institution complies with any future guideline or request from any central bank or other Governmental Authority or (c) a Funding Bank Lender, any Underlying Issuer or any of the Lenders 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 a Funding Bank Lender, any Underlying Issuer or any of the Lenders 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any the capital of the Lenders' capital Lender or such Underlying Issuer as a consequence of its obligations hereunder to a level below that which such Lender Person could have achieved but for such adoption, change or compliance (taking into consideration such Person’s or such Funding Institution’s policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and the result of or any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in increases the cost to any of the Lenders Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of CreditCommitment, then the Borrowers shall from time to time upon demand by Lender, for the Agentaccount of Lender or, pay to the Agent as applicable, a Funding Institution, additional amounts sufficient to indemnify the Lenders such Person against such increased costincrease in cost or reduction in amount receivable. A certificate as to the amount of such increased cost shall and setting forth in reasonable detail the calculation thereof shall, if requested by any Borrower, be submitted to the Borrowers such Borrower by the Agent Person making such claim, and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. (a) If after the Closing Datedate hereof, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union BT or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, Affiliate controlling BT or (bii) a Funding Bank BT or any of the Lenders 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 (cii) a Funding Bank such event increases the cost to BT of issuing, making or any maintaining the Letters of Credit or complying with its obligations under this Agreement or reduces the Lenders amount receivable in respect thereof by BT or such Affiliate or (iii) 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which BT or such Lender Affiliate could have achieved but for such adoption, change or compliance (taking into consideration the Funding BankBT's or Lenders' such Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by BT or such Lender Affiliate to be material, and the result of then in any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amountsuch case, the Revolving LoansCompany shall, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, BT or such Affiliate pay to the Agent BT or such Affiliate additional amounts sufficient to indemnify the Lenders BT or such Affiliate against such increased costincrease 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 Borrowers Company by BT or the Agent applicable Affiliate and shall be conclusive and binding 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. (b) It is understood that (i) Section 3.03(a) does not relate to any changes in the rate of tax on the net income of BT or any Affiliate controlling BT imposed by the jurisdiction in which it is organized, maintains a lending office or its principal office, or has any other contacts or connections that would subject it to taxation therein (excluding any connection or contact arising solely from BT or such Affiliate having executed, delivered, performed its obligations or received a payment under, or enforced this Agreement or any other Facility Document) and (ii) any payment made under this Section 3.03 shall be made without duplication for any item that is covered by Section 3.04.

Indemnification in Certain Events. If after the Closing Date, either (aA) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union BTCo, Deutsche Bank or any other banking or financial institution from whom any of the Lenders borrow borrows funds or obtain obtains credit (a "Funding BankFUNDING BANK") ), Agent or any of the Lenders, or (bB) 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 (cC) Agent, a Funding 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 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 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 (cC), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the 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 such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lenders' Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of or any of the foregoing events described in clauses CLAUSES (aA), (bB) or OR (cC) is or results in an increase in increases the cost to Agent, or any of the Lenders of (I) funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans Line of Credit; or the Letters (II) acquiring or maintaining any participation interest in any Letter of Credit, or reduces the amount receivable in respect 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 Borrower shall from time to time upon demand by the Agent, pay to Agent, for the Agent account of each applicable Lender or, as applicable, an Issuing Lender or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increased costincrease in cost or reduction in amount receivable. A certificate as to the amount of such increased cost shall and setting forth in reasonable detail the calculation thereof shall, if requested by Borrower, be submitted to the Borrowers Borrower by the Agent Person making such claim, and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. (a) If after the Closing Effective Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union DB, any Bank or any other banking or financial institution from whom Affiliate controlling any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (bii) a Funding Bank or any of the Lenders 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 (cii) 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) a Funding Bank or any of the Lenders 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, or a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender a Bank or an Affiliate controlling a Bank could have achieved but for such adoption, change or compliance (taking into consideration the Funding such Bank's or Lenders' Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender Bank or such Affiliate controlling such Bank to be material, and the result of then in any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amountsuch case, the Revolving LoansCompany shall, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent 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 Lenders Affiliate controlling such Bank against such increased costincrease 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 Borrowers Company by the Agent Administrative Agent, or the applicable Bank or the applicable Affiliate controlling such Bank, and shall be conclusive and binding 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. (b) It is understood that (i) Section 4.08(a) does not relate to any changes in the rate of tax on the net income of the Issuing Bank, or any Bank, or any Affiliate controlling such Bank imposed by the jurisdiction in which it is organized, maintains a lending office or its principal office, or has any other contacts or connections that would subject it to taxation therein (excluding any connection or contact arising solely from the Issuing Bank, or such Bank or such Affiliate having executed, delivered, performed its obligations or received a payment under, or enforced this Agreement or any other Loan Document) and (ii) any payment made under this Section 4.08 shall be made without duplication for any item that is covered by Section 4.09.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union or any other banking or financial institution from whom Lender, (ii) any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the LendersLender is required to comply with, or (b) a Funding Bank or any of the Lenders complies and complies, with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank there is enacted or adopted any of the Lenders determines that the adoption of 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders such Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or the Letters of Creditamount receivable in respect thereof by such Lender, then the Borrowers shall from time to time Borrower shall, upon demand by the Administrative Agent, pay to the Administrative Agent for the benefit of such Lender additional amounts sufficient to indemnify the Lenders 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 costcost 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. A certificate as 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 increased cost Lender and such Lender shall be submitted thereupon assign its Commitment, any Loans owing to such Lender, and the Borrowers Notes held by the Agent and shall be conclusive and binding absent manifest errorsuch 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, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") Bank or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority Authority, or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' 63 policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers Borrower shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such 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 shall be submitted to the Borrowers Borrower by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. (a) If after the Closing Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union the Lender or any other banking or financial institution from whom any of which the Lenders borrow Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender's capital as a consequence of its obligations hereunder to a level below that which such the Lender could would have achieved but for such adoption, change or compliance (taking into consideration the Funding BankLender's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be materiala material amount, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the Lender's cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or amount receivable in respect thereof by the Letters of CreditLender, then the Borrowers shall from time to time upon demand Borrower shall, after written request by the AgentLender and receipt by the Borrower of a certificate from an officer of the Lender specifying the cause, amount and calculation of such increase or reduction, as applicable, pay to the Agent Lender additional amounts sufficient to indemnify the Lenders Lender against such increased cost. A certificate as increase in cost or reduction in amount receivable. (b) The Borrower agrees to indemnify the amount of such increased Lender against any loss, cost shall be submitted to the Borrowers or expense incurred by the Agent and shall be conclusive and binding absent manifest errorLender as a result of the making of a payment or prepayment on account of a Loan on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund such Loan.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union DBTCo., Deutsche Bank or any other banking or financial institution from whom any of the Lenders borrow borrows funds or obtain obtains credit (a "“Funding Bank") ”), the Agent or any of the Lenders, or (b) the 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 (c) the 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' ’ capital as a consequence of its obligations hereunder or under any L/C Participation to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s or such Funding Bank's ’s or Lenders' Lender’s policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of or any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in increases the cost to the Agent, or any of the Lenders of (i) funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters Line of Credit, or (ii) acquiring or maintaining any L/C Participation in any Letter of Credit, or reduces the amount receivable in respect 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 from time to time upon demand by the Agent, pay to the Agent Agent, for the account of each applicable Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increased costincrease in cost or reduction in amount receivable. A certificate as to the amount of such increased cost shall and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Borrowers Funds Administrator by the Agent Person making such claim, and shall be conclusive and binding 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 Closing Date, either (ai) 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 First Union Lender or any other banking or financial institution from whom any of the Lenders borrow which Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or the Letters of Creditamount receivable in respect thereof by Lender, then the Borrowers shall from time to time then, Borrower shall, upon demand by the AgentLender, pay to the Agent Lender additional amounts sufficient to indemnify the Lenders Lender against such increased costincrease in cost or reduction in amount receivable. A certificate as 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 amount of such increased cost shall be submitted Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to the Borrowers Basel III by the Agent and shall be conclusive and binding absent manifest errorBank of International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union FUNB or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority governmental authority or (c) 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 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 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such 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.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union the Lender or any other banking or financial institution from whom any of which the Lenders borrow Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender's capital as a consequence of its obligations hereunder to a level below that which such the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding BankLender's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by such the Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or amount receivable in respect thereof by the Letters of CreditLender, then the Borrowers shall from time to time Borrower shall, upon demand by the AgentLender, pay to the Agent Lender additional amounts sufficient to indemnify the Lenders Lender against such increased costincrease in cost or reduction in amount receivable. A certificate as Upon the occurrence of any event giving rise to the application of this Section involving an amount in excess of such increased cost shall be submitted to $25,000, the Borrowers Lender shall, if requested by the Agent and shall 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 conclusive and binding absent manifest errormade 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, either --------------------------------- (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union Bankers Trust Company, Bankers Trust (Delaware) or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (bii) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority governmental authority or (ciii) 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 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 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or (ciii) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Creditany such Lender's Commitments, then the Borrowers Borrower shall from time to time upon demand by the AgentAgent (which demand shall be made by the Agent upon the request of any such Lender), pay to the Agent additional amounts sufficient to indemnify the Lenders against such increased cost. A certificate as to the amount of such increased cost shall be submitted to the Borrowers Borrower by the Agent Lender requesting such additional amount or increased cost and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union or any other banking or financial institution from whom Lender, (ii) any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the LendersLender is required to comply with, or (b) a Funding Bank or any of the Lenders complies and complies, with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank there is enacted or adopted any of the Lenders determines that the adoption of 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders such Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or the Letters of Creditamount receivable in respect thereof by such Lender, then the Borrowers shall from time to time Borrower shall, upon demand by the Administrative Agent, pay to the Administrative Agent for the benefit of such Lender additional amounts sufficient to indemnify the Lenders 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 costcost 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. A certificate as 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 increased cost Lender and such Lender shall be submitted 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 Borrowers 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 Agent and shall be conclusive and binding absent manifest errordate enacted, adopted, issued or implemented.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union Lender or any other banking or financial institution from whom any of the Lenders borrow which Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders Lender of funding or maintaining the Revolving Credit Committed AmountAdvances, or reduces the Revolving Loansamount receivable in respect thereof by Lender, the Term Loans or the Letters of Creditthen, then the Borrowers shall from time to time Borrower shall, upon demand by Lender, within five (5) Business Days after receipt of written notice thereof from the AgentBank, which notice shall set forth the Bank’s supporting calculations in reasonable detail, pay to the Agent Lender additional amounts sufficient to indemnify the Lenders Lender against such increased costincrease 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. A certificate as 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 amount of such increased cost shall be submitted Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to the Borrowers Basel III by the Agent and shall be conclusive and binding absent manifest errorBank of International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union BTCo, Deutsche Bank AG or any other banking or financial institution from whom any of the Lenders borrow borrows funds or obtain obtains credit (a "Funding BankFUNDING BANK") ), Agent or any of the Lenders, or (b) 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 (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the 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 such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lenders' Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender Lender, in good faith, to be material, and the result of or any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in increases the cost to Agent, or any of the Lenders of (i) funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans Line of Credit; or the Letters (ii) acquiring or maintaining any participation interest in any Letter of Credit, or reduces the amount receivable in respect thereof, by Agent, the Issuing Lender of such Letter of Credit or any Lender, then the Borrowers Borrower shall from time to time upon demand made therefor by Agent within ninety (90) days after an officer of Agent, such Issuing Lender or such Lender, as the Agentcase may be, responsible 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 Agent account of each applicable Lender or, as applicable, an Issuing or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increased costincrease 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 shall and setting forth in reasonable detail the calculation thereof shall, if requested by Borrower, promptly be submitted to the Borrowers Borrower by the Agent Person making such claim, and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If If, after the Original Closing Date, either (ai) 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 First Union the Lender Parties or any other banking or financial institution from whom any of which the Lenders Lender Parties borrow funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies Lender Parties comply with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders determines Lender 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 a Funding Bank or any of the Lenders complies Lender 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender Parties’ capital as a consequence of its obligations hereunder to a level below that which such the Lender Parties could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' Lender Parties’ policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender the Administrative Agent to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders Lender Parties of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or amount receivable in respect thereof by the Letters of CreditLender Parties, then the Borrowers shall from time to time Borrower shall, upon demand by the Agentdemand, pay to the Agent Lender Parties additional amounts sufficient to indemnify the Lenders Lender Parties against such increased costincrease in cost or reduction in amount receivable. A certificate as Notwithstanding anything herein to the amount of such increased cost shall be submitted to contrary, for all purposes under this Agreement, (x) the Borrowers 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 Agent and shall 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 conclusive and binding absent manifest errordeemed to have gone into effect after the Original Closing Date, regardless of the date enacted, adopted or issued.

Indemnification in Certain Events. If If, after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union Bank of America or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then then, the Borrowers shall from time to time upon demand by the Administrative Agent, pay to the Administrative Agent additional amounts sufficient to indemnify the Lenders against such increased costcost (without duplication, however, of any costs included in the definition of "LIBO Rate"). A certificate as to the amount of such increased cost shall be submitted to the Borrowers Parent by the Administrative Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' ’ capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' ’ policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers Borrower shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such increased cost. A certificate as to the amount of such increased cost shall be submitted to the Borrowers Borrower by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union the Agent, any Lender or any other banking or financial institution from whom any of the Lenders borrow such Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) the Agent or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank the Agent or any of the Lenders 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 a Funding Bank the Agent or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' 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 Funding BankAgent's or Lenders' 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 the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders Agent or such Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans amount receivable in respect thereof by the Agent or the Letters of Creditsuch Lender, then the Borrowers shall from time to time upon demand by the Agent, Agent or such Lender pay to the Agent or such Lender additional amounts sufficient to indemnify the Lenders Agent or such Lender against such increased costincrease 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 and binding absent manifest error.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirementsrequirements (excluding the Eurodollar Reserve Percentage), applicable to First Union FUCC or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority governmental authority or (c) 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 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 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters Line of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such 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 shall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union Wachovia or any other banking or financial institution from whom any of the Lenders borrow Lender borrows funds or obtain obtains credit (a "Funding Bank") or any of the LendersLender, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority Authority, or (c) a Funding Bank or any of the Lenders 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 a then such Funding Bank or any of the Lenders 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the a Funding Bank's or Lenders' such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the such Lender or Lenders against such 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.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union the Lender Parties or any other banking or financial institution from whom any of which the Lenders Lender Parties borrow funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies Lender Parties comply with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders determines Lender 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 a Funding Bank or any of the Lenders complies Lender 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender Parties’ capital as a consequence of its obligations hereunder to a level below that which such the Lender Parties could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' Lender Parties’ policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender the Administrative Agent to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders Lender Parties of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or amount receivable in respect thereof by the Letters of CreditLender Parties, then the Borrowers shall from time to time Borrower shall, upon demand by the Agentdemand, pay to the Agent Lender Parties additional amounts sufficient to indemnify the Lenders Lender Parties against such increased costincrease in cost or reduction in amount receivable. A certificate as Notwithstanding anything herein to the amount of such increased cost shall be submitted to contrary, for all purposes under this Agreement, (x) the Borrowers 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 Agent and shall 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 conclusive and binding absent manifest error.deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted or issued. ​

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union the Lender or any other banking or financial institution from whom any of which the Lenders borrow Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender’s capital as a consequence of its obligations hereunder to a level below that which such the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' Lender’s policies as the case may be with respect to capital adequacy) by an amount deemed by such the Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or amount receivable in respect thereof by the Letters of CreditLender, then the Borrowers shall from time to time Borrower shall, upon demand by the Agentdemand, pay to the Agent Lender additional amounts sufficient to indemnify the Lenders Lender against such increased cost. A certificate as to the increase in cost or reduction in amount of such increased cost shall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest errorreceivable.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union or any other banking or financial institution from whom Lender, (ii) any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the LendersLender is required to comply with, or (b) a Funding Bank or any of the Lenders complies and complies, with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank there is enacted or adopted any of the Lenders determines that the adoption of 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders such Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or the Letters of Creditamount receivable in respect thereof by such Lender, then the Borrowers shall from time to time Borrower shall, upon demand by the Administrative Agent, pay to the Administrative Agent for the benefit of such Lender additional amounts sufficient to indemnify the Lenders 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 costcost 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. A certificate as 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 increased cost Lender and such Lender shall be submitted thereupon assign its Commitment, any Loans owing to such Lender, and the Borrowers Notes held by the Agent and shall be conclusive and binding absent manifest errorsuch 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, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union DBTCo. or any other banking or financial institution or investment fund from whom any of the Lenders borrow borrows funds or obtain obtains credit (a "“Funding Bank") ”), the Agent or any of the Lenders, or (b) the 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 (c) the 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' ’ capital as a consequence of its obligations hereunder or under any L/C Participation to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s or such Funding Bank's ’s or Lenders' Lender’s policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of or any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in increases the cost to the Agent, or any of the Lenders of (i) funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans Line of Credit; or the Letters (ii) acquiring or maintaining any L/C Participation in any Letter of Credit, or reduces the amount receivable in respect 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 Borrower shall from time to time upon demand by the Agent, pay to the Agent Agent, for the account of each applicable Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increased costincrease in cost or reduction in amount receivable. A certificate as to the amount of such increased cost shall and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Borrowers Borrower by the Agent Person making such claim, and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If after the Closing Datedate hereof, either (a) any change in or in the interpretation of any law or regulation of general applicability is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union Lender or any other banking or financial institution from whom any of the Lenders borrow which Lender borrows funds or obtain obtains credit (a "Funding Bank") or any of the Lenders), or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request of general applicability from any central bank or other Governmental Authority or (c) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 this clause clauses (a), (b) or (c)) of this Section 3.7, such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any capital of the Lenders' capital a Funding Bank or Lender as a consequence of its obligations hereunder to a level below that which such Funding Bank or Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Funding Bank's or Lenders' policies Lender's policies, as the case may be, with respect to capital adequacy) by an amount deemed by such Funding Bank or Lender to be material, and the result of any of the foregoing events described in clauses (a)then Borrower shall, (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the AgentLender, pay to the Agent Lender, additional amounts sufficient to indemnify the Lenders Lender or Funding Bank against such increased costincrease 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 the Borrowers Borrower by the Agent Lender or Funding Bank, and shall be conclusive and binding conclusive, absent manifest error.

Indemnification in Certain Events. If after the Closing Date, either --------------------------------- (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, including with respect to reserve requirements, applicable to First Union BTCo, Deutsche Bank AG or any other banking or financial institution from whom any of the Lenders borrow borrows funds or obtain obtains credit (a "Funding Bank") ), the Agent or any of the Lenders, or (b) the 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 (c) the 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the 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 such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lenders' Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of or any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in increases the cost to the Agent, or any of the Lenders of (i) funding or maintaining the Revolving Credit Committed AmountLine of Credit; or (ii) acquiring or maintaining any participation interest in any Letter of Credit, or reduces the amount receivable in respect thereof, or in respect of such Letter of Credit, by the Agent, the Revolving Loans, the Term Loans Issuing Lender of such Letter of Credit or the Letters of Creditany Lender, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent Agent, for the account of each applicable Lender or, as applicable, an Issuing Lender or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increased costincrease in cost or reduction in amount receivable. A certificate as to the amount of such increased cost shall and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Borrowers Funds Administrator by the Agent Person making such claim, and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If after the Initial Closing Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union the Agent, any of the Lenders or any other banking or financial institution from whom any of the Lenders borrow borrows funds or obtain obtains credit (a "Funding Bank") or any of the Lenders), or (bii) the 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 (ciii) the 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 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which 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 Lenders' Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or (ciii) is or results in an increase in increases the cost to the Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the Revolving Total Commitments or (B) issuing, making or maintaining any Letter of Credit Committed Amountor of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Revolving Loans, the Term Loans Issuing Bank or the Letters of Creditany Lender, then the Borrowers Borrower shall from time to time upon demand by the Agent, pay to the Agent Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders against such increased costincrease 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 Borrower by the Agent Agent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) 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 First Union any Lender or any other banking or financial institution from whom which any of the Lenders borrow Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority Authority, or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders such Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or the Letters of Creditamount receivable in respect thereof by such Lender, then the Borrowers shall from time to time Borrower shall, upon demand by the Agent, pay to the Agent for the benefit of such Lender additional amounts sufficient to indemnify the Lenders such Lender against such increased cost. A certificate as to the increase in cost or reduction in amount of such increased cost shall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest errorreceivable.

Indemnification in Certain Events. If If, after the Closing Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union any of the Lenders or any other banking or financial institution from whom which any of the Lenders borrow borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) 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 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in the increases any Lender's cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or amount receivable in respect thereof by any of the Letters of CreditLenders, then the Borrowers shall from time to time Borrower shall, upon demand by the Agent, pay to the Agent for the account of the applicable Lender additional amounts sufficient to indemnify the Lenders such Lender against such increased costincrease in cost or reduction in amount receivable. A certificate as Upon the occurrence of any event giving rise to the application of this Section involving an amount in excess of such increased cost shall be submitted to $25,000 in the Borrowers aggregate, or $10,000 per Lender, the applicable Lender shall, if requested by the Agent and shall 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 conclusive and binding absent manifest error.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, either (ai) 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 First Union any Lender or any other banking or financial institution from whom which any of the Lenders borrow Lender borrows funds or obtain credit obtains credit, (a "Funding Bank"ii) or any of the Lenders, or (b) a Funding Bank or any of the Lenders Lender complies with any future guideline or request from any central bank or other Governmental Authority or (ciii) a Funding Bank or any of the Lenders 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 a Funding Bank or any of the Lenders 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies as the Funding Bank's or Lenders' policies case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or and (ciii) is or results in an increase in increases the cost to any of the Lenders such Lender of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the Term Loans or the Letters of Creditamount receivable in respect thereof by such Lender, then the Borrowers shall from time to time Borrower shall, upon demand by the Agent, pay to the Agent for the benefit of such Lender additional amounts sufficient to indemnify the Lenders 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 costcost 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. A certificate as 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 increased cost Lender and such Lender shall be submitted thereupon assign its Commitment, any Loans owing to such Lender, and the Borrowers Note held by the Agent and shall be conclusive and binding absent manifest errorsuch Lender to such Eligible Assignee in accordance with Section 2.9.

Indemnification in Certain Events. If after the Closing Date, either (ai) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union the Agent, any of the Lenders or any other banking or financial institution from whom any of the Lenders borrow borrows funds or obtain obtains credit (a "Funding Bank") or any of the Lenders), or (bii) the 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 (ciii) the 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 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 (ciii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which 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 Lenders' Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (ai), (bii) or (ciii) is or results in an increase in increases the cost to the Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the Revolving Total Commitments or (B) issuing, making or maintaining any Letter of Credit Committed Amountor of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Revolving Loans, the Term Loans Issuing Bank or the Letters of Creditany Lender, then the Borrowers Borrower shall from time to time upon demand by the Agent, pay to the Agent Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders against such increased costincrease 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 Borrower by the Agent Agent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union FUCC or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then the Borrowers shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such 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.

Indemnification in Certain Events. If If, after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to First Union or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit (a "Funding Bank") or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (c) 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 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 (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or the Letters of Credit, then then, the Borrowers Borrower shall from time to time upon demand by the Administrative Agent, pay to the Administrative Agent additional amounts sufficient to indemnify the Lenders against such increased costcost (without duplication, however, of any costs included in the definition of "Eurodollar Rate"). A certificate as to the amount of such increased cost shall be submitted to the Borrowers Borrower by the Administrative Agent and shall be conclusive and binding absent manifest error.