Common use of Indemnification in Certain Events Clause in Contracts

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (A) funding 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 or any Lender, then the Borrower shall within 10 days after demand by the Agent, pay to the Payments Administrator, for the account of each applicable Lender, additional amounts sufficient to indemnify the Lenders against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments Administrator, or the applicable Lender, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Datedate of this Agreement, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware any Lender, the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Lending Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institutionAgent, any Funding Affiliate) Lender, the Issuing Bank or any Lending Affiliate complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any of the Lenders (or, in the case of a Lender which is not a banking institutionAgent, any Funding Affiliate) reasonably Lender, the Issuing Bank or any Lending Affiliate determines that the adoption after the date of this Agreement of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein after the date of this Agreement, or any change after the date of this Agreement in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or any of the Lenders (or, in the case of a Lender which is not a banking institutionAgent, any Funding Affiliate) Lender, the Issuing Bank or any Lending Affiliate complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institutionAgent's, any Funding Lender's, the Issuing Bank's or any Lending Affiliate) 's capital as a consequence of its obligations hereunder to a level below that which Agent, such Lender Lender, the Issuing Bank, or any Lending Affiliate could have achieved but for such adoption, change or compliance (taking into consideration Agent's, such Lender's, the Lenders' (or, in Issuing Bank's or the Lending Affiliate's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by Agent, such Lender Lender, the Issuing Bank or the Lending Affiliate to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, the Issuing Bank, any Issuing Bank Lender or any of the Lenders Lending Affiliate of (A) funding or maintaining its Commitment any of the Total Revolving Commitments, or (B) issuing, making or maintaining any Letter of Credit Credit, or entering into the Participation Agreement or the Reimbursement Agreement or with respect to or in connection with obligations thereunder, or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by Agent, the Agent Issuing Bank, any Lender or any LenderLending Affiliate, then the Borrower shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of Agent, each applicable LenderLender or, as applicable, the Issuing Bank or Lending Affiliate, additional amounts sufficient to indemnify Agent, Lenders, the Lenders Issuing Bank or the Lending Affiliate against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments AdministratorAgent, or the applicable Lender, Issuing Bank or Lending Affiliate, and shall be conclusive absent manifest error. (b. The obligations of Borrower under this Subsection 2.20(J) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to shall survive payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis Liabilities and computation termination of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b)Agreement.

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Datedate of the Original Agreement, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware or any of the Lenders (orLenders, in the case of a Lender which is not a banking institution, Issuing Bank or any Lending Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) Agent, any of the Lenders (orLenders, in the case of a Lender which is not a banking institution, Issuing Bank or any Funding Affiliate) Lending Affiliate complies with any future guideline or request from any central bank or other Governmental Authority or (iii) Agent, any of the Lenders (orLenders, in the case of a Lender which is not a banking institution, Issuing Bank or any Funding Affiliate) reasonably Lending Affiliate determines that the adoption after the date of the Original Agreement of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein after the date of the Original Agreement, or any change after the date of the Original Agreement in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or Agent, any of the Lenders (orLenders, in the case of a Lender which is not a banking institution, Issuing Bank or any Funding Affiliate) Lending Affiliate complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on Agent's, any of the Lenders' (or', in the case of a Lender which is not a banking institution, Issuing Bank's or any Funding Lending Affiliate) 's capital as a consequence of its obligations hereunder to a level below that which Agent, such Lender Lender, the Issuing Bank, or any Lending Affiliate could have achieved but for such adoption, change or compliance (taking into consideration Agent's, such Lender's, the Lenders' (or, in Issuing Bank's or the Lending Affiliate's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by Agent, such Lender Lender, the Issuing Bank or the Lending Affiliate to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any the Issuing Bank or Bank, any of the Lenders or any Lending Affiliate of (A) funding or maintaining its Commitment any of the Total Revolving Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by Agent, the Agent Issuing Bank, any Lender or any LenderLending Affiliate, then the Borrower Borrowers shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of Agent, each applicable LenderLender or, as applicable, the Issuing Bank or Lending Affiliate, additional amounts sufficient to indemnify Agent, the Lenders Lenders, the Issuing Bank or the Lending Affiliate against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower Borrowers by the Payments AdministratorAgent, or the applicable Lender, Issuing Bank or Lending Affiliate, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate . The obligations of the basis and computation of such claim. Upon receipt of such notice, the Borrower Borrowers under this Subsection 2.21(J) shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date survive payment of the notice required to be delivered to the Borrower pursuant to Liabilities and termination of this Section 4.9(b)Agreement.

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the AgentBankers Trust Company, BT Delaware or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding AffiliateBank")), the Agent or any of the Lenders, or (ii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any the Issuing Bank or any of the Lenders of (A) funding or maintaining its Commitment 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 Agent, the Issuing Bank or any Lender, then the Borrower shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender 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 allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments AdministratorAgent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the AgentBT, BT Delaware any Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, Affiliate controlling any Affiliate of such Lender funding such Lender ("Funding Affiliate"))Bank, or (ii) any of the Lenders (or, in the case of a Lender which is not Bank or an Affiliate controlling a banking institution, any Funding Affiliate) Bank complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any of the Lenders (or, in the case of a Lender which is not Bank or an Affiliate controlling a banking institution, any Funding Affiliate) reasonably Bank determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, a Bank or any of the Lenders (or, in the case of an Affiliate controlling a Lender which is not a banking institution, any Funding Affiliate) Bank complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender a Bank or an Affiliate controlling a Bank could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in such Bank's or Affiliate's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies 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 any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (A) funding or maintaining its Commitment the Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, complying with its obligations under this Agreement or reduces the amount receivable in respect thereof by the Agent Administrative Agent, or any LenderBank or any Affiliate controlling such Bank, then the Borrower shall within 10 days after Company shall, upon demand by the Agent, pay to the Payments AdministratorAdministrative Agent, for the account of each applicable LenderBank, 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 increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower Company by the Payments AdministratorAdministrative Agent, or the applicable LenderBank or the applicable Affiliate controlling such Bank, and shall be conclusive conclusive, absent manifest error. Any party entitled to payment hereunder in respect of such increased cost shall use reasonable efforts to designate a different Lending Office to the extent such designation could reduce or eliminate such payment. (b) Each Lender 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 the Agent will notify the Borrower such Affiliate having executed, delivered, performed its obligations or received a payment under, or enforced this Agreement or any other Loan Document) and the Payments Administrator of (ii) any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to made under this Section 4.9(b)4.08 shall be made without duplication for any item that is covered by Section 4.09.

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (ia) 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 DBTCo., Deutsche Bank or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "FUNDING BANK"), the Agent or any of the Lenders, or (b) the Agent, BT Delaware a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder 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 Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (ia), (iib) or OR (iiic) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (Ai) funding or maintaining its Commitment the Line of Credit, or (Bii) issuing, making acquiring or maintaining any L/C Participation in any Letter of Credit or of purchasing or maintaining any participation thereinCredit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent Agent, the Issuing Bank of such Letter of Credit or any Lender, then the Borrower Borrowers shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall shall, if requested by the Funds Administrator, be submitted to the Borrower Funds Administrator by the Payments Administrator, or the applicable LenderPerson making such claim, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of ; PROVIDED, HOWEVER, in no event shall any event occurring after the Restatement Effective Date which will entitle party seek indemnification for any amounts described in this SECTION 4.9 if such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier amounts arose more than 150 180 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b)on which reimbursement is being sought.

Indemnification in Certain Events. (a) a INCREASED COSTS. If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, requirements applicable to the Agent, BT Delaware to any of the Lenders, Bankers Trust Company or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding AffiliateBank")), or (ii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority proposed or promulgated after the date of this Credit Agreement or (iii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, 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 has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) 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 Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) such Person's policies with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any Issuing Bank Agent or any of the Lenders of (A) funding or maintaining its Commitment 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 Borrower Borrowers shall within 10 days after 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 Payments AdministratorAgent, for the account of each applicable Lendersuch Lender or, as applicable, the Agent or a Funding Bank, additional amounts sufficient to indemnify reimburse the Lenders Agent, such Funding Bank and such Lender against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments Administrator, or the applicable Lender, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied)receivable; provided, however, that if the Borrower shall not be -------- ------- required to compensate a Agent or any such Lender or Issuing Bank or Funding Bank, as the Agent case may be, fails to deliver such demand within such 180 day period, such entity shall only be entitled to additional compensation for cost any such costs incurred earlier than 150 from and after the date that is one hundred eighty (180) days prior to the date of the notice required to be delivered to the Borrower pursuant Representative receives such demand; and provided further, however, that before making any such demand, the Agent and each Lender agree to this Section 4.9(b).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. (a) If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware to any of the Lenders, or to Bankers Trust Company, or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding AffiliateFUNDING BANK")), or (ii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any the Issuing Bank or any of the Lenders of (A) funding or maintaining its Commitment 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 Agent, the Issuing Bank or any Lender, then the Borrower Borrowers shall within 10 days after upon demand by the Agent, jointly and severally, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender 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 allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower Borrowers by the Payments AdministratorAgent, 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. (b) Each Lender or Issuing . Prior to making any such demand, each of the Lenders, the Agent, Funding Bank or the Agent will notify the Borrower and the Payments Administrator of other such party shall use reasonable efforts to designate a different Lending Office if such a designation could reduce or eliminate any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b)payment.

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the any Agent, BT Delaware the Issuing Lender or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("any such Affiliate, a “Funding Affiliate"”)), or (ii) any Agent, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any Agent, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or any Agent, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Person’s (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate’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 Lenders' such Person’s (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate’s) policies with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost or reduces the rate of return to the any Agent, any the Issuing Bank Lender, or any of the Lenders of (A) (i) with respect to an event described in clauses (i) and (ii), making or maintaining its Eurodollar Rate Loans, and (ii) with respect to an event described in clause (iii), funding or maintaining its Commitment or Loans or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by any Agent, the Agent Issuing Lender or any Lender, then the Borrower shall within 10 15 days after demand by the Administrative Agent, pay to the Payments AdministratorAdministrative Agent, for the account of each applicable Agent or Lender or the Issuing Lender, as the case may be, additional amounts sufficient to indemnify the applicable Agent, the Lenders or the Issuing Lender against such increase in cost or reduction in amount receivable allocable to such Agent’s, such Lenders' ’ or the Issuing Lender’s, as the case may be, funding or maintaining its Commitment or Loans or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments Administrator, applicable Agent or the applicable Lender or the Issuing Lender, as the case may be, and shall be conclusive absent manifest error. (b) Each Lender, the Issuing Lender or Issuing Bank or the each Agent will notify the Borrower and the Payments Administrator Administrative Agent of any event occurring after the Restatement Effective Date which will entitle such Lender, the Issuing Bank Lender or the such Agent to payment pursuant to Section 4.9(a4.11(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender, the Issuing Lender or Issuing Bank or the Agent in accordance with Section 4.9(a4.11(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender, the Issuing Lender or Issuing Bank or the Agent for cost costs incurred earlier than 150 90 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b4.11(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, to any of the Lenders, or to Bankers Trust Company, BT Delaware or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding AffiliateBank")), or (ii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any the Issuing Bank or any of the Lenders of (A) funding or maintaining its Commitment the 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 Agent, the Issuing Bank or any Lender, then the Borrower Borrowers shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender 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 allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower Borrowers by the Payments AdministratorAgent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Date, either (i) any change after the Restatement Effective Date in or in the interpretation of any applicable law or regulation governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) is introducedintroduced or adopted, including, without limitation, with respect to reserve requirementsrequirements (except, in the case of any such reserve requirements relating to any Eurodollar Rate Loan, to the extent such reserves are reflected in the Eurodollar Rate for the respective Interest Period relating thereto), applicable to the Administrative Agent, BT Delaware the Issuing Bank or any of the Lenders, or (ii) the Administrative Agent, the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future or changed (from that in effect on the Restatement Effective Date) guideline or request from any central bank or other Governmental Authority or (iii) the Administrative Agent, the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption after the Restatement Effective Date of any applicable law, rule or regulation regarding capital adequacy, or any change after the Restatement Effective Date therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described belowbelow (whether directly on such Person or on a direct or indirect parent holding company thereof), or any of the Administrative Agent, the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, or any Funding Affiliatedirect or indirect parent holding company thereof) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' Administrative Agent's, the Issuing Bank's or any Lender's (or, in the case of a Lender which is not a banking institution, any Funding Affiliateor its direct or indirect parent holding company's) capital as a consequence of its obligations or Commitments hereunder to a level below that which such Lender Person (or its direct or indirect parent holding company) could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' Administrative Agent's, the Issuing Bank's or such Lender's (or, in the case of a Lender which is not a banking institution, any Funding Affiliateor its parent holding company's) policies with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Administrative Agent, any the Issuing Bank or any of the Lenders of (A) funding or maintaining its Commitment or Obligations or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent Administrative Agent, the Issuing Bank or any Lender, then the Borrower shall within 10 days after demand by the Administrative Agent, the Issuing Bank or the respective Lender, pay to the Payments AdministratorAdministrative Agent, for the account of each applicable the Administrative Agent, the Issuing Bank or the respective Lender, such additional amounts as are sufficient to indemnify the Lenders such Persons against such increase increases in cost costs or reduction reductions in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinamounts receivable. A certificate as to the amount of such increased cost costs or reductions in amounts receivable and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments AdministratorAdministrative Agent, the Issuing Bank or the applicable Lender, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (ia) 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 DBTCo., Deutsche Bank or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "FUNDING BANK"), either Agent or any of the Lenders, or (b) an Agent, BT Delaware a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) an Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or an Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder 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 LendersAgents' (or, in or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (ia), (iib) or OR (iiic) increases the cost to the Agent, any Issuing Bank an Agent or any of the Lenders of (Ai) funding or maintaining its Commitment any of the Loans or the Letters of Credit; or (Bii) issuing, making acquiring or maintaining any L/C Participation in any Letter of Credit or of purchasing or maintaining any participation thereinCredit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by an Agent, the Agent Issuing Bank of such Letter of Credit or any Lender, then the Borrower Borrowers shall within 10 days after upon demand by the an Agent, pay to the Payments Administratorsuch Agent, for the account of each applicable LenderLender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall shall, if requested by a Funds Administrator, be submitted to the Borrower such Funds Administrator by the Payments Administrator, or the applicable LenderPerson making such claim, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation is introducedbecomes effective, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware to any of the Lenders, or to Bankers Trust Company, or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding AffiliateBank")), or (ii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any the Issuing Bank or any of the Lenders of (A) funding or maintaining its Commitment 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 Agent, the Issuing Bank or any Lender, then the Borrower Borrowers shall within 10 days after jointly and severally upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender 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 allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower Borrowers by the Payments AdministratorAgent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest error. (b) Each Lender or Issuing . Prior to making any such demand, each of the Lenders, the Agent, Funding Bank or the Agent will notify the Borrower and the Payments Administrator of other such party shall use reasonable efforts to designate a different Lending Office if such a designation could reduce or eliminate any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b)payment.

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) the Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Person's (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate'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 Lenders' such Person's (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate's) policies with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost or reduces the rate of return to the Agent, any the Issuing Bank or any of the Lenders of (A) (I) with respect to an event described in clauses (i) and (ii), making or maintaining its Eurodollar Rate Loans, and (II) with respect to an event described in clause (iii), funding or maintaining 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 Agent, the Issuing Bank or any Lender, then the Borrower shall within 10 15 days after demand by the Agent, pay to the Payments Administrator, for the account of each applicable LenderLender or the Issuing Bank, as the case may be, additional amounts sufficient to indemnify the Agent, the Lenders or the Issuing Bank against such increase in cost or reduction in amount receivable allocable to the Agent's, such Lenders' or the Issuing Bank's, as the case may be, funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments AdministratorAgent, or the applicable LenderLender or the Issuing Bank, as the case may be, and shall be conclusive absent manifest error. (b) Each Lender or Lender, the Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Closing Date which will entitle such Lender, the Issuing Bank or the Agent to payment pursuant to Section 4.9(a4.10(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Lender, the Issuing Bank or the Agent in accordance with Section 4.9(a4.10(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); providedPROVIDED, howeverHOWEVER, that the Borrower shall not be -------- ------- required to compensate a Lender or Lender, the Issuing Bank or the Agent for cost costs incurred earlier than 150 90 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b4.10(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware Agent or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("“Funding Affiliate"”)), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' ’ (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' ’ (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (A) funding 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 or any Lender, then the Borrower shall within 10 days after demand by the Agent, pay to the Payments Administrator, for the account of each applicable Lender, additional amounts sufficient to indemnify the Lenders against such increase in cost or reduction in amount receivable allocable to such Lenders' ’ funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments Administrator, or the applicable Lender, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, to any of the Lenders, or to Bankers Trust Company, BT Delaware or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding AffiliateBank")), or (ii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any the Issuing Bank or any of the Lenders of (A) funding or maintaining its Commitment 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 Agent, the Issuing Bank or any Lender, then the Borrower Borrowers shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender 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 allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower Borrowers by the Payments AdministratorAgent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest or demonstrable error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the any Agent, BT Delaware the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or any Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Person's (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate'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 Lenders' such Person's (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate's) policies with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost or reduces the rate of return to the any Agent, any the Issuing Bank or any of the Lenders of (A) (i) with respect to an event described in clauses (i) and (ii), making or maintaining its Eurodollar Rate Loans, and (ii) with respect to an event described in clause (iii), funding or maintaining 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 any Agent, the Agent Issuing Bank or any Lender, then the Borrower shall within 10 15 days after demand by the Administrative Agent, pay to the Payments Administrator, for the account of each applicable LenderLender or the Issuing Bank, as the case may be, additional amounts sufficient to indemnify the Agents, the Lenders or the Issuing Bank against such increase in cost or reduction in amount receivable allocable to such Agent's, such Lenders' or the Issuing Bank's, as the case may be, funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments Administratorapplicable Agent, or the applicable LenderLender or the Issuing Bank, as the case may be, and shall be conclusive absent manifest error. (b) Each Lender or Lender, the Issuing Bank or the each Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, the Issuing Bank or the such Agent to payment pursuant to Section 4.9(a4.10(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Lender, the Issuing Bank or the Agent in accordance with Section 4.9(a4.10(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Lender, the Issuing Bank or the Agent for cost costs incurred earlier than 150 90 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b4.10(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation (other than changes in the rate of tax on the overall income of any Lender or its applicable lending office) is introduced, including, without limitation, with respect to reserve requirements, applicable to Deutsche Bank AG New York or any other banking or financial institution from whom any of the AgentLenders borrow funds or obtain credit (a "Funding Bank"), BT Delaware the Issuing Bank or any of the Lenders, or (ii) a Funding Bank, the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from issued or made after the Closing Date by any central bank or other Governmental Authority governmental authority whose guidelines or requests are customarily honored by such Funding Bank, Issuing Bank or Lenders or (iii) a Funding Bank, the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption after the Closing Date of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the DSN:54248.4 38 effect described below, or a Funding Bank, the Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Issuing Bank's or any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which the Issuing Bank or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Funding Bank's, the Issuing Bank's or Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) policies with respect to capital adequacy) by an amount deemed by the Issuing Bank or such Lender to be material, and the result of any of the foregoing events described in clauses (i), (ii) or (iii) increases is or results in an increase in the cost to the Agent, any the Issuing Bank or any of the Lenders of (A) funding or maintaining its Commitment the Line of Credit or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent Agent, the Issuing Bank or any Lender, then the Borrower shall from time to time within 10 days after Business Days of demand by the Agent, pay to the Payments AdministratorAgent, for the account of the Issuing Bank or each applicable Lender, additional amounts sufficient to indemnify the Issuing Bank or Lenders against such increase in increased cost or reduction in amount receivable allocable reduced receipt, provided such increased cost or reduced receipt is incurred not more than 90 days prior to the date of such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereindemand. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments AdministratorAgent, the Issuing Bank or the applicable Lender, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement date hereof, --------------------------------- Effective Date, either (i) any change in or in the interpretation interpretation, administration or application of any law or regulation Requirement of Law is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware 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 (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding AffiliateBank")), or (ii) the Agent, a Funding Bank or any of the ------------ Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority made after the date hereof or (iii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or ------------ compliance 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' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) 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 Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and or any of the foregoing events described in clauses (i), (ii) or ----------- ---- (iii) increases the cost to the Agent, any 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 Agent, the Issuing Bank or any Lender, then the Borrower shall within 10 days after Borrowers jointly and severally agree to pay to the Agent, upon demand by the Agent, pay to the Payments Administrator, Agent and for the account of each applicable LenderLender 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 allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to receivable; provided that the amount -------- calculation of such increased cost and setting amount is set forth in reasonable detail the calculation thereof shall be submitted in a written statement delivered to the Borrower Borrowers by the Payments Administrator, Agent (or the applicable such Lender, and 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. error (b) Each Lender unless such adoption, change or Issuing Bank compliance arose or became effective retrospectively, in which case the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle Agent, such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise Funding Bank shall not be limited to such claim and setting out in reasonable detail an estimate of 180-day period so long as such Person has given such notice to the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) Borrowers not later than 180 days from the date such costs are incurred (includingadoption, without limitation, where change or compliance became applicable to such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(bPerson).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (iA) 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 DBTCo., Deutsche Bank or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "FUNDING BANK"), the Agent or any of the Lenders, or (B) the Agent, BT Delaware a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iiiC) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiiC), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder 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 Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (iA), (iiB) or (iiiC) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (AI) funding or maintaining its Commitment the Line of Credit, or (BII) issuing, making acquiring or maintaining any L/C Participation in any Letter of Credit or of purchasing or maintaining any participation thereinCredit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent Agent, the Issuing Bank of such Letter of Credit or any Lender, then the Borrower Borrowers shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall shall, if requested by the Funds Administrator, be submitted to the Borrower Funds Administrator by the Payments Administrator, or the applicable LenderPerson making such claim, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of ; PROVIDED, HOWEVER, in no event shall any event occurring after the Restatement Effective Date which will entitle party seek indemnification for any amounts described in this SECTION 4.9 if such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier amounts arose more than 150 180 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b)on which reimbursement is being sought.

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Datedate of this Agreement, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware or any of the Lenders (orLenders, in the case of a Lender which is not a banking institution, Issuing Bank or any Lending Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) Agent, any of the Lenders (orLenders, in the case of a Lender which is not a banking institution, Issuing Bank or any Funding Affiliate) Lending Affiliate complies with any future guideline or request from any central bank or other Governmental Authority or (iii) Agent, any of the Lenders (orLenders, in the case of a Lender which is not a banking institution, Issuing Bank or any Funding Affiliate) reasonably Lending Affiliate determines that the adoption after the date of this Agreement of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein after the date of this Agreement, or any change after the date of this Agreement in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or Agent, any of the Lenders (orLenders, in the case of a Lender which is not a banking institution, Issuing Bank or any Funding Affiliate) Lending Affiliate complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on Agent's, any of the Lenders' (or', in the case of a Lender which is not a banking institution, Issuing Bank's or any Funding Lending Affiliate) 's capital as a consequence of its obligations hereunder to a level below that which Agent, such Lender Lender, the Issuing Bank, or any Lending Affiliate could have achieved but for such adoption, change or compliance (taking into consideration Agent's, such Lender's, the Lenders' (or, in Issuing Bank's or the Lending Affiliate's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by Agent, such Lender Lender, the Issuing Bank or the Lending Affiliate to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any the Issuing Bank or Bank, any of the Lenders or any Lending Affiliate of (A) funding or maintaining its Commitment any of the Total Revolving Commitments or Total Acquisition Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by Agent, the Agent Issuing Bank, any Lender or any LenderLending Affiliate, then the Borrower Borrowers shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of Agent, each applicable LenderLender or, as applicable, the Issuing Bank or Lending Affiliate, additional amounts sufficient to indemnify Agent, the Lenders Lenders, the Issuing Bank or the Lending Affiliate against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower Borrowers by the Payments AdministratorAgent, or the applicable Lender, Issuing Bank or Lending Affiliate, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate . The obligations of the basis and computation of such claim. Upon receipt of such notice, the Borrower Borrowers under this Subsection 2.21(J) shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date survive payment of the notice required to be delivered to the Borrower pursuant to Liabilities and termination of this Section 4.9(b)Agreement.

Indemnification in Certain Events. (a) If after the Restatement date hereof, --------------------------------- Effective Date, either (i) any change in or in the interpretation interpretation, administration or application of any law or regulation Requirement of Law is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware 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 (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding AffiliateBank")), or (ii) the Agent, a Funding Bank or any of the ------------ Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority made after the date hereof or (iii) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change ------------ or compliance 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' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and or any of the foregoing events described in clauses (i), ----------- (ii) or (iii) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (A) funding 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 or any Lender, then the Borrower shall within 10 days after demand by the Agent, pay to the Payments Administrator, for the account of each applicable Lender, additional amounts sufficient to indemnify the Lenders against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments Administrator, or the applicable Lender, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).----

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (ia) 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 DBTCo., Deutsche Bank or any other banking or financial institution from whom any of the Lenders borrows funds or obtains credit (a "FUNDING BANK"), the Agent or any of the Lenders, or (b) the Agent, BT Delaware a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder 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 Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (ia), (iib) or OR (iiic) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (Ai) funding or maintaining its Commitment the Line of Credit; or (Bii) issuing, making acquiring or maintaining any L/C Participation in any Letter of Credit or of purchasing or maintaining any participation thereinCredit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent Agent, the Issuing Bank of such Letter of Credit or any Lender, then the Borrower Borrowers shall within 10 days after upon demand by the Agent, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall shall, if requested by the Funds Administrator, be submitted to the Borrower Funds Administrator by the Payments Administrator, or the applicable LenderPerson making such claim, and upon 15 days after delivery of such certificate to the Funds Administrator shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the any Agent, BT Delaware the Payments Administrator, the Issuing Lender or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender (any such Affiliate, a "Funding AffiliateFUNDING AFFILIATE")), or (ii) any Agent, the Payments Administrator, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any Agent, the Payments Administrator, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or any Agent, the Payments Administrator, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Person's (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate'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 Lenders' such Person's (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate's) policies with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost or reduces the rate of return to the any Agent, any the Payments Administrator, the Issuing Bank Lender, or any of the Lenders of (A) (i) with respect to an event described in clauses (i) and (ii), making or maintaining its Eurodollar Rate Loans, and (ii) with respect to an event described in clause (iii), funding or maintaining 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 any Agent, the Agent Payments Administrator, the Issuing Lender or any Lender, then the Borrower shall within 10 15 days after demand by the Administrative Agent, pay to the Payments Administrator, for the account of each applicable Lender or the Issuing Lender, as the case may be, additional amounts sufficient to indemnify the Administrative Agent, the Payments Administrator, the Lenders or the Issuing Lender against such increase in cost or reduction in amount receivable allocable to such Agent's, the Payments Administrator's, such Lenders' or the Issuing Lender's, as the case may be, funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the applicable Agent, the Payments Administrator, or the applicable Lender or the Issuing Lender, as the case may be, and shall be conclusive absent manifest error. (b) Each Lender, the Issuing Lender or Issuing Bank or the each Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, the Issuing Bank Lender or the such Agent to payment pursuant to Section 4.9(a4.10(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender, the Issuing Lender or Issuing Bank or the Agent in accordance with Section 4.9(a4.11(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); providedPROVIDED, howeverHOWEVER, that the Borrower shall not be -------- ------- required to compensate a Lender, the Issuing Lender or Issuing Bank or the Agent for cost costs incurred earlier than 150 90 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b4.11(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (ia) 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 DBTCo, Deutsche Bank AG or any other banking or financial institution from whom any of the AgentLenders borrows funds or obtains credit (a "Funding Bank"), BT Delaware the Agent or any of the Lenders (orexcluding imposition of Taxes, which shall be governed by Section 2.8, and excluding any reserve requirement reflected in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")Adjusted LIBOR Rate), or (iib) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority (excluding imposition of Taxes, which shall be governed by Section 2.8, and excluding any reserve requirement reflected in the Adjusted LIBOR Rate) or (iiic) the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, a Funding Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder or with respect to any participation interest in any Letter of Credit (excluding imposition of Taxes, which shall be governed by Section 2.8, and excluding any reserve requirement reflected in the Adjusted LIBOR Rate) to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lenders' (or, in Agent's or such Funding Bank's or Lender's policies as the case of a Lender which is not a banking institution, any Funding Affiliate) policies may be with respect to capital adequacy) by an amount deemed by such Lender to be material, and or any of the foregoing events described in clauses (ia), (iib) or (iiic) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (Ai) funding or maintaining its Commitment the Line of Credit; or (Bii) issuing, making or maintaining any Letter of Credit or of purchasing acquiring or maintaining any participation thereininterest in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent or any Lender, then the Borrower Borrowers shall within 10 days after demand by promptly upon receipt from the AgentAgent of the certificate referred to in the following sentence, pay to the Payments AdministratorAgent, for the account of each applicable LenderLender or, as applicable, a Funding Bank, additional amounts sufficient to indemnify the Lenders such Person against such increase in cost or reduction in amount receivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation thereinreceivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower Funds Administrator by the Payments Administrator, or the applicable LenderPerson making such claim, and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Issuing Bank or the Agent in accordance with Section 4.9(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Issuing Bank or the Agent for cost incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, BT Delaware any Issuing Bank or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or (ii) the Agent, any Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, any Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the Agent, any Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' such Person's (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate'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 Lenders' such Person's (or, in the case of a Lender which is not a banking institution, or any Funding Affiliate's) policies with respect to capital adequacy) by an amount deemed by such Lender Person to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any Issuing Bank or any of the Lenders of (A) funding 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 Agent, any Issuing Bank or any Lender, then the Borrower shall within 10 days after demand by the Agent, pay to the Payments Administrator, for the account of each applicable LenderLender or Issuing Bank, as the case may be, additional amounts sufficient to indemnify the Agent, the Lenders or Issuing Banks against such increase in cost or reduction in amount receivable allocable to the Agent's, such Lenders' or Issuing Banks', as the case may be, funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments AdministratorAgent, or the applicable LenderLender or Issuing Bank, as the case may be, and shall be conclusive absent manifest error. (b) Each Lender or Lender, Issuing Bank or the Agent will notify the Borrower and the Payments Administrator of any event occurring after the Restatement Effective Closing Date which will entitle such Lender, Issuing Bank or the Agent to payment pursuant to Section 4.9(a4.10(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower shall compensate such Lender or Lender, Issuing Bank or the Agent in accordance with Section 4.9(a4.10(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided, however, that the Borrower shall not be -------- ------- required to compensate a Lender or Lender, Issuing Bank or the Agent for cost costs incurred earlier than 150 days prior to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b4.10(b).

Indemnification in Certain Events. (a) If after the Restatement --------------------------------- Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to the Placement Agent, BT Delaware the Administrative Agent, any Financing Party (whether in its capacity as Note Purchaser, Issuing Lender or any of the Lenders Lender) (or, in the case of a Lender Financing Party which is not a banking institution, any Affiliate affiliate of such Lender Financing Party funding such Lender Financing Party (a "Funding Affiliate") (each an "Article IV Party")), or (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) Article IV Party complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) 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 any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) 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 has or would have the direct or indirect effect of reducing the rate of return on any of the Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) 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 Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) such Article IV Party's policies with respect to capital adequacy) by an amount deemed by such Lender Article IV Party to be material, and any of the foregoing events described in clauses (i), (ii) or (iii) increases the cost to the Agent, any Issuing Bank or any of the Lenders of an Article IV Party for (Aa) funding or maintaining its Commitment or (Bb) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent or any Lendersuch Article IV Party, then the Borrower LTV Steel shall within 10 days after demand by the Agent, respective Agent pay to the Payments Administrator, for the account of each applicable Lender, such Article IV Party additional amounts sufficient to indemnify the Lenders such Article IV Party on an after-tax basis against such increase in cost or reduction in amount amounts receivable allocable to such Lenders' 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 the Borrower LTV Steel by the Payments Administrator, or the applicable Lender, an Article IV Party and shall be conclusive absent manifest error. (b) Each Lender or Issuing Bank Article IV Party will notify LTV Steel and the Placement Agent or the Agent will (or the Placement Agent or the Administrative Agent shall notify the Borrower and the Payments Administrator LTV Steel) of any event occurring after the Restatement Effective Date which will entitle such Lender, Issuing Bank or the Agent party to payment pursuant to Section 4.9(aSECTION 4.5(a) as promptly as practicable after it obtains knowledge thereof, specifying the event giving rise to such claim and setting out in reasonable detail an estimate of the basis and computation of such claim. Upon receipt of such notice, the Borrower LTV Steel shall compensate such Lender or Issuing Bank or the Agent Article IV Party in accordance with Section 4.9(aSECTION 4.5(a) from the date such costs are incurred (including, without limitation, where such costs are retroactively applied); provided. (c) Each Article IV Party agrees that upon the occurrence of any event giving rise to the operation of this SECTION 4.5 with respect to such party, howeverit will, if requested by LTV Steel, use reasonable efforts (subject to overall policy considerations of such party) to designate another lending office of such Article IV Party, PROVIDED that such designation is made on such terms that such party and its lending office suffer no economic, legal or regulatory disadvantage, with the Borrower object of avoiding the consequence of the event giving rise to the operation of this Section. Nothing in this clause (c) shall not be -------- ------- required to compensate a Lender affect or Issuing Bank postpone any of the obligations of LTV Steel or the Agent for cost incurred earlier than 150 days prior rights of any Article IV Party provided in this SECTION 4.5. (d) Notwithstanding the above or SECTION 11.8, SECTION 4.7 hereof shall govern all indemnifications with respect to the date of the notice required to be delivered to the Borrower pursuant to this Section 4.9(b)events affecting taxes and interest and penalties related thereto.