Common use of Indemnification in Certain Events Clause in Contracts

Indemnification in Certain Events. If after the date hereof, --------------------------------- either (i) any change in or in the interpretation, administration or application of any Requirement of Law is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, to any of the Lenders, or to Bankers Trust Company, Bankers Trust (Delaware) or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "Funding Bank"), or (ii) 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 made after the date hereof or (iii) 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 (iii), such adoption, change ------------ or compliance is made after the date hereof and 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 Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, or any of the foregoing events described in clauses (i), ----------- (ii) or ----

Indemnification in Certain Events. If after the date hereof, --------------------------------- either (i) any change in or in the interpretation, administration or application of any Requirement of Law is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, to any of the Lenders, or to Bankers Trust Company, Bankers Trust (Delaware) or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "Funding Bank"), or (ii) 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 made after the date hereof or (iii) 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 (iii), such adoption, change or ------------ or compliance is made after the date hereof and 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 Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, or any of the foregoing events described in clauses (i), ----------- (ii) or --------------- ---- (iii) increases the cost to the Agent, the Issuing Bank or any of the Lenders of ----- (A) funding its Loans or maintaining its Commitment or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers jointly and severally agree to pay to the Agent, upon demand by the Agent and 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 increase in cost or reduction in amount receivable; provided that the -------- calculation of such amount is set forth in reasonable detail in a written statement delivered to the Borrowers by the Agent (or such Lender, the Issuing Bank or Funding Bank) not later than 180 days after the incurrence of such costs, which statement shall be conclusive absent manifest error (unless such adoption, change or compliance arose or became effective retrospectively, in which case the Agent, such Lender, Issuing Bank or Funding Bank shall not be limited to such 180-day period so long as such Person has given such notice to the Borrowers not later than 180 days from the date such adoption, change or compliance became applicable to such Person).

Indemnification in Certain Events. (a) If after the date hereofEffective Date, --------------------------------- either (i) any change in or in the interpretation, administration or application interpretation of any Requirement of Law law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Placement Agent, to the Administrative Agent, any Financing Party (whether in its capacity as Note Purchaser, Issuing Lender or Lender) (or, in the case of the Lendersa Financing Party which is not a banking institution, or to Bankers Trust Company, Bankers Trust (Delaware) or any other banking or financial institution from whom any affiliate of the Lenders borrows funds or obtains credit such Financing Party funding such Financing Party (a "Funding BankAffiliate") (each an "Article IV Party")), or (ii) the Agent, a Funding Bank or any of the ------------ Lenders Article IV Party complies with any future guideline or request from any central bank or other Governmental Authority made after the date hereof or (iii) the Agent, a Funding Bank or any of the Lenders Article IV Party 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 after the Effective Date has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders an Article IV Party complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change ------------ or compliance is made after the date hereof and has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Article IV Party's capital as a consequence of its obligations hereunder to a level below that which such Lender Article IV Party could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or LenderArticle IV Party's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender Article IV Party to be material, or and any of the foregoing events described in clauses (i), ----------- (ii) or ----(iii) increases the cost to an Article IV Party for (a) funding or maintaining its Commitment or (b) purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by such Article IV Party, then LTV Steel shall within 10 days after demand by the respective Agent pay such Article IV Party additional amounts sufficient to indemnify such Article IV Party on an after-tax basis against such increase in cost or reduction in amounts receivable allocable to such Article IV Party's funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to LTV Steel by an Article IV Party and shall be conclusive absent manifest error.

Indemnification in Certain Events. If after the date hereofClosing Date, --------------------------------- either (i) any change in or in the interpretation, administration or application interpretation of any Requirement of Law law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, to any of the Lenders, or to Bankers Trust Company, Bankers Trust (Delaware) or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "Funding BankFUNDING BANK"), or (ii) 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 made after the date hereof or (iii) 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 (iii), such adoption, change ------------ or compliance is made after the date hereof and 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 Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, or and any of the foregoing events described in clauses (i), ----------- (ii) or ----(iii) increases the cost to the Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the total Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall upon demand by the Agent, jointly and severally, pay to the Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrowers by the Agent, or the applicable Lender, Issuing Bank or Funding Bank, not later than the earlier of (a) 180 days after the event giving rise to such increased costs and (b) 45 days after the Person submitting such certificate has knowledge of such event, and shall be conclusive absent manifest error. Prior to making any such demand, each of the Lenders, the Agent, Funding Bank or other such party shall use reasonable efforts to designate a different Lending Office if such a designation could reduce or eliminate any such payment.

Indemnification in Certain Events. 39 47 (a INCREASED COSTS. If after the date hereofClosing Date, --------------------------------- either (i) any change in or in the interpretation, administration or application interpretation of any Requirement of Law law or regulation is introduced, including, without limitation, with respect to reserve requirements, requirements applicable to the Agent, to any of the Lenders, or to Bankers Trust Company, Bankers Trust (Delaware) Company or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "Funding Bank"), or (ii) 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 made proposed or promulgated after the date hereof of this Credit Agreement or (iii) the Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 announced after the date of this Credit Agreement 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, agency announced after the date of this Credit Agreement and in the case of any event set forth in this clause (iii), such adoption, change ------------ or compliance is made after the date hereof and has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Person's capital 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 the Agent's or such Funding Bank's or LenderPerson's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender Person to be material, or and any of the foregoing events described in clauses (i), ----------- (ii) or ----(iii) increases the cost to the Agent or any of the Lenders of (A) funding or maintaining its Commitments or (B) issuing, causing the issuance of, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent or any Lender, then the Borrowers shall upon demand by the Agent at any time within one hundred eighty (180) days after the date on which an officer of the Agent, such Funding Bank or such Lender, as the case may be, responsible for overseeing this Credit Agreement knows or has reason to know of its right to additional compensation under this Section 4.15(a), pay to the Agent, for the account of such Lender or, as applicable, the Agent or a Funding Bank, additional amounts sufficient to reimburse the Agent, such Funding Bank and such Lender against such increase in cost or reduction in amount receivable; provided, however, that if the Agent or any such Lender or Funding Bank, as the case may be, fails to deliver such demand within such 180 day period, such entity shall only be entitled to additional compensation for any such costs incurred from and after the date that is one hundred eighty (180) days prior to the date the Borrower Representative receives such demand; and provided further, however, that before making any such demand, the Agent and each Lender agree to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a

Indemnification in Certain Events. If after the date hereofClosing Date, --------------------------------- either (i) any change in or in the interpretation, administration or application interpretation of any Requirement of Law law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, to any of the Lenders, or to Bankers Trust Company, Bankers Trust (Delaware) BT Delaware or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "Funding Bank"), or (ii) 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 made after the date hereof or (iii) 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 (iii), such adoption, change ------------ or compliance is made after the date hereof and 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 Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by such Lender to be material, or and any of the foregoing events described in clauses (i), ----------- (ii) or ----(iii) increases the cost to the Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the total Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall upon demand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrowers by the Agent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest or demonstrable error.