Scratching or scoring of lenses unless accompanied by, otherwise indemnifiable damage.

Delays that are not indemnifiable under the policy may have been caused by e.g. lack of materials, strike or severe weather conditions.

However, in some cases, a Time Excess may apply for each delay resulting from an indemnifiable material damage claim.

Included is a gross-up obligation for certain "Indemnifiable Taxes".

The Indemnifiable Tax revision simply shifts this incremental risk from the Payee to Payor.

This is language from Deutsche Bank in lieu of their proposed modifications to the defined term "Indemnifiable Tax" which you looked at a few weeks ago.

Steve: Our tax counsel has recommended that we not agree to the amendment to the definition of "Indemnifiable Tax" that you have proposed in your draft.

Rhett: You may recall a few weeks ago I asked you about some language that one of our counterparties wanted as an amendment to the term "Indemnifiable Tax".

Moreover, Deutsche Bank's amendment to "Indemnifiable Tax" potentially subjects us to risk that I don't feel is in our best interest to assume because we don't have any control over the counterparty's activities.

Company further represents that it will act in good faith in investigating and making a determination with respect to any claim for indemnification made by Consultant pursuant to the provisions of the Certificate of Incorporation should an indemnifiable event arise.

Specifically, the current definition of "Indemnifiable Tax" covers both present and future tax (as evidenced in the definition "Tax") and thus, necessarily, should protect the counterparty in the case of a "Change in Tax Law."

They have modified the definition of "Indemnifiable Tax" to include taxes imposed as a result of a Change in Tax Law by an authority in the jurisdiction of the payee, unless the payor is located in such jurisdiction .