Common use of Additional Compensation in Certain Circumstances Clause in Contracts

Additional Compensation in Certain Circumstances. Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, any Law, guideline, or interpretation or any change in any Law, guideline, or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or the Bid Loans or payments by the Borrower of principal, interest, fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, or deems applicable any reserve, special deposit, or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, or the making, maintenance, or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty (20) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. Increased Costs or Reduced Return Resulting From Taxes5.6.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If, after the Closing Date, If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, feesCommitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, expense or reduced rate of returnreturn and such Bank shall use its reasonable efforts to notify the Borrower of any such amounts promptly. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or the Bid Loans or payments by the any Borrower of principal, interest, feesFacility Fees, Term Loan Fees or other amounts due from the Borrower Borrowers hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reservereserve (including the Eurodollar Reserve Percentage), special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, expense or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the applicable Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. 4.5.1. Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Datedate hereof, any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, feesCommitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, expense or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any the Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Revolving Credit Note, the Bid Revolving Credit Loans or payments by the any Borrower of principal, interest, fees, or other amounts due from the any Borrower hereunder or under the Revolving Credit Note (except for taxes on the overall net income of such the Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any the Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any the Bank, or (B) otherwise applicable to the obligations of any the Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Bank or its parent with respect to this Agreement, the Revolving Credit Note or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Revolving Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's the capital of the Bank or its holding company's capitalparent, taking into consideration such the Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such the Bank in its sole discretion deems to be material, such the Bank shall from time to time notify the Borrower and the Agent Borrowers of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty (20) Business Days after such notice is given.in

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Revolving Credit Notes, the Bid Revolving Credit Loans or payments by the any Borrower of principal, interest, fees, or other amounts due from the any Borrower hereunder or under the Revolving Credit Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or its parent with respect to this - 41 - 88 Agreement, the Revolving Credit Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Revolving Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the capital of any Bank's Bank or its holding company's capitalparent, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers, jointly and severally, to such Bank twenty ten (2010) Business Days after such notice is given. For purposes of this Section 5.06(a), in calculating the amount necessary to compensate such Bank for any such increase in cost, reduction of income or additional expense, such Bank shall calculate the amount payable to it in a manner consistent with the manner in which it shall calculate similar compensation payable to it by other borrowers in the industry of the Borrowers having provisions in their credit agreements comparable to this Section 5.06(a).

Additional Compensation in Certain Circumstances. Increased Costs or Reduced Return Resulting From Taxes4.5.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If, after the Closing Date, If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans Agreement or the Bid Term Loans or payments by the Borrower of principal, interest, fees, interest or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Term Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, expense or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. 5.6.1 Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, -------------------------------------------------------------------------- If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower Borrowers of principal, interest, feesCommitment Fees, or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, expense or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Revolving Credit Notes, the Bid Revolving Credit Loans or payments by the any Borrower of principal, interest, fees, or other amounts due from the any Borrower hereunder or under the Revolving Credit Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or its parent with respect to this Agreement, the Revolving Credit Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Revolving Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the capital of any Bank's Bank or its holding company's capitalparent, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers, jointly and severally, to such Bank twenty ten (2010) Business Days after such notice is given. For purposes of this Section 5.06(a), in calculating the amount necessary to compensate such Bank for any such increase in cost, reduction of income or additional expense, such Bank shall calculate the amount payable to it in a manner consistent with the manner in which it shall calculate similar compensation payable to it by other borrowers in the industry of the Borrowers having provisions in their credit agreements comparable to this Section 5.06(a).

Additional Compensation in Certain Circumstances. Increased Costs If any Law or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, any Law, guideline, or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of Lawlaw) of any central bank now existing or other Official Bodyhereafter adopted: (ia) subjects any Bank the Lender to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans Revolving Credit Note or the Bid Revolving Credit Loans or payments by the Borrower of principal, interest, fees, commitment fee or other amounts due from the Borrower hereunder or under the Revolving Credit Note (except except, in each case, for taxes on the overall net income or overall gross receipts of such Bankthe Lender imposed by the jurisdictions (federal, state and local) in which the Lender's principal office is located), (iib) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, orthe Lender, (iiic) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (Ai) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bankthe Lender, or (Bii) otherwise applicable to the obligations of any Bank the Lender under this Agreement,, or (ivd) imposes upon the Lender any other condition or expense with respect to this Agreement or the Revolving Credit Note or its making, maintenance or funding of any Revolving Credit Loan, or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the or, in the case of clause (c) hereof, any Bank Person controlling the Lender, with respect to this Agreement, Agreement or the Revolving Credit Note or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans Revolving Credit Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bankthe Lender's or its holding companycontrolling Person's capital, taking into consideration such Bankthe Lender's or holding companycontrolling Person's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion the Lender deems to be material, such Bank shall the Lender may from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by such Bank the Lender (which determination shall be conclusive) to be necessary to compensate such Bank the Lender for such increase in costincrease, reduction of income, additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determinationimposition. Such amount shall be due and payable by the Borrower to such Bank twenty the Lender five (205) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two (2) Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Lender as to the amount due and payable under this Section 2.08 from time to time and the method of calculating such amount shall be conclusive. The Lender agrees that it will use good faith efforts to notify the Borrower of the occurrence of any event that would give rise to a payment under this Section 2.08; provided, however, that any failure of the Lender to give any such notice shall have no effect on the Borrower's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, --- ------------------------------------------------------- Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline ------------------------------------------------------ or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. Increased Costs (a) COMPENSATION FOR TAXES, RESERVES AND EXPENSES ON OUTSTANDING LOANS. If any Law or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, any Law, guideline, or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Official Body (whether or not having the force of Law) of any central bank or other Official Body:law): (i) subjects any the Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Revolving Credit Note, the Bid Loans or payments by the Borrower of principal, interest, fees, facility fees or other amounts due from the Borrower hereunder or under the Revolving Credit Note (except for taxes on the overall net income of such the Bank, imposed by the jurisdiction in which the principal office of the of the Bank is located),; (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, any the Bank, ; or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, deposits with or letters of creditfor the account of, other credits, or commitments to extend credit extended acquisitions of funds by, any the Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement,the Bank; or (iv) imposes upon the Bank any other condition or expense with respect to this Agreement, the Revolving Credit Note or its making, maintenance or funding of any part of the Loans or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Bank with respect to this Agreement, the Revolving Credit Note or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such the Bank in its sole discretion deems to be material, such the Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by such the Bank (which determination shall be conclusive) to be necessary to compensate such the Bank for such increase in cost, reduction of income, in income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such the Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline or -44- 52 interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, feesCommitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, .. If any Law, guideline, guideline or --------------------------------------------- interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body official body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Bodyofficial body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Note, the Bid Loans or payments by the Borrower of principal, interest, commitment fees, or other amounts due from the Borrower hereunder or under the Note (except for taxes on the overall net income of such Bank), (ii) , imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iiiii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement,, and (iviii) and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Note or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole reasonable discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods method employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof thereof, or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, fees, Commitment Fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes taxes, including any franchise tax, on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, by or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall may from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall be delivered within one (1) year of such Bank becoming aware of the increased costs or reduced return and shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given. Each Bank agrees to use its reasonable efforts, at the request of the Borrower, to make, fund or maintain any affected Euro-Rate Loans through another lending office of the Bank if as a result thereof the amount payable to such Bank under this Section in respect of such Loans would be materially reduced, but only to the extent not inconsistent with such Bank's internal policies and not otherwise materially adversely affecting such Bank or such Bank's Loans, as determined by the Bank in its sole discretion, and provided the Borrower pays all reasonable expenses incurred by such Bank in using another lending office.

Additional Compensation in Certain Circumstances. 4.6.1 Increased Costs or Reduced Return Resulting From Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etc. --------------------------------------------- If, after the Closing Datedate hereof, any new Law, guideline, or interpretation or any change in any Law, guideline, or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or the Bid Loans or payments by the Borrower of principal, interest, fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, or deems applicable any reserve, special deposit, or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, or the making, maintenance, or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining utilized -33- as the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. 4.5.1. Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, feesCommitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense, expense or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------- Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline or ------------------------------------------------------- interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. Increased Costs (a) INCREASED COSTS OR REDUCED RETURN RESULTING FROM, TAXES, RESERVES, CAPITAL ADEQUACY REQUIREMENTS, EXPENSES, ETC. If any now existing or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, any Law, guideline, hereafter adopted Law or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Official Body (whether or not having the force of Lawlaw) of any central bank or other Official Bodyhereafter: (i) subjects any the Bank or the Borrower to any tax or changes the basis of taxation with respect to this Agreement, any of the Committed Loans or the Bid Loans Transaction Documents or payments by the Borrower of principal, interest, fees, interest or other amounts due from the Borrower hereunder or under the Note (except for taxes on the overall net income of such the Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend assets held by, credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, any the Bank, or, (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, or commitments to extend credit extended credits by, any the Bank, or (B) otherwise applicable to the obligations of any the Bank under this Agreement,, or (iv) imposes upon the Bank any other condition or expense with respect to this Agreement, the Note held by the Bank, or its making, maintenance or funding of the Loan, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Bank with respect to this Agreement, the Note or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (Loan or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any the Bank's or its holding company's capital, capital (taking into consideration such account the Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such the Bank in its sole discretion deems to be material, such the Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed methods) by the Bank in good faithfaith (which determination shall be conclusive) by such Bank to be necessary to compensate such the Bank for such increase in cost, reduction in income or additional expense reasonably allocable to the making, maintenance or funding of income, additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determinationLoan hereunder. Such amount shall be due and payable by the Borrower to such the Bank twenty (20) 10 Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------ Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, .. If any Law, guideline, ------------------------------------------------- guideline or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body official body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Bodyofficial body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, commitment fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) , imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iiiii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement,, and (iviii) and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole reasonable discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods method employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------- Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the Closing Date, If any Law, guideline, guideline ------------------------------------------------------- or interpretation or any change in any Law, guideline, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or Notes, the Bid Loans or payments by the Borrower of principal, interest, fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies, modifies or deems applicable any reserve, special deposit, deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits, credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, (iv) , and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's or its holding company's capital, taking into consideration such Bank's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense, or reduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank twenty ten (2010) Business Days after such notice is given.