Common use of Increased Cost Clause in Contracts

Increased Cost. If any Regulatory Change: (a) shall subject the Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Credit Note, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Bank imposed by the jurisdiction in which the Bank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances, the Revolving Credit Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under the Revolving Credit Note, then, within 30 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will reasonably compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Credit Note, Note or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Bank imposed by the jurisdiction in which the Bank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances, the Revolving Credit Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under the Revolving Credit Note, then, within 30 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will reasonably compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section. If the Bank fails to give such notice within 45 days after it obtains knowledge of such an event, the Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that the Bank does give such notice. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If If, after the date hereof, any Regulatory Change: (a) shall subject the any Bank (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Credit Noteits Note(s), its obligation to make Eurodollar Rate Advances Advances, its issuance of Letters of Credit or its obligation to make Letter of Credit Loans, or shall change the basis of taxation of payment to the any Bank (or its applicable lending office) of the principal of or interest on its Eurodollar Rate Advances Advances, or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances Advances, its obligation to make Eurodollar Advances, its obligation to issue Letters of Credit or its obligation to make Eurodollar Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of the such Bank or its applicable lending office imposed by the jurisdiction in which the such Bank's principal office or applicable lending office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank any Bank's applicable lending office or shall impose on the any Bank (or its applicable lending office) or on the United States market for certificates of deposit or the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Rate Advances, the Revolving Credit Note or its Note(s), its obligation to make Eurodollar Rate Advances, its obligation to issue Letters of Credit or its obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to the such Bank (or its applicable lending office) of making or maintaining any Eurodollar Rate Advance, issuing or maintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by the such Bank (or its applicable lending office) under this Agreement or under the Revolving Credit Noteits Note(s), then, within 30 days after demand by such Bank (with a copy to the BankAgent), the Borrower Company shall pay to the such Bank such additional amount or amounts as will reasonably compensate the such Bank for such increased cost or reduction. The Each Bank will promptly notify the Borrower Company and the Agent of any event Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle the such Bank to compensation pursuant to this SectionSection 2.23 and will designate a different applicable lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of the any Bank claiming compensation under this SectionSection 2.23, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the any Bank may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is attributable to the period ending 91 days prior to the date of the first notice delivered by any Bank under the third preceding sentence with respect to any Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. Failure on the part of the any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period or other applicable period shall not constitute a waiver of the such Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodPeriod or other applicable period.

Increased Cost. If If, after the date hereof, any Regulatory Change: (a) shall subject the any Bank (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Credit Noteits Note(s), its obligation to make Eurodollar Rate Advances Advances, its issuance of Letters of Credit or its obligation to make Letter of Credit Loans, or shall change the basis of taxation of payment to the any Bank (or its applicable lending office) of the principal of or interest on its Eurodollar Rate Advances Advances, or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances Advances, its obligation to make Eurodollar Advances, its obligation to issue Letters of Credit or its obligation to make Eurodollar Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of the such Bank or its applicable lending office imposed by the jurisdiction in which the such Bank's ’s principal office or applicable lending office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank any Bank’s applicable lending office or shall impose on the any Bank (or its applicable lending office) or on the United States market for certificates of deposit or the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Rate Advances, the Revolving Credit Note or its Note(s), its obligation to make Eurodollar Rate Advances, its obligation to issue Letters of Credit or its obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to the such Bank (or its applicable lending office) of making or maintaining any Eurodollar Rate Advance, issuing or maintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by the such Bank (or its applicable lending office) under this Agreement or under the Revolving Credit Noteits Note(s), then, within 30 days after demand by such Bank (with a copy to the BankAgent), the Borrower Company shall pay to the such Bank such additional amount or amounts as will reasonably compensate the such Bank for such increased cost or reduction. The Each Bank will promptly notify the Borrower Company and the Agent of any event Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle the such Bank to compensation pursuant to this SectionSection 2.23 and will designate a different applicable lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of the any Bank claiming compensation under this SectionSection 2.23, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the any Bank may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is attributable to the period ending 91 days prior to the date of the first notice delivered by any Bank under the third preceding sentence with respect to any Regulatory Change (the “Section 2.23 Excluded Period”), except to the extent any amount is attributable to the Section 2.23 Excluded Period as a result of the retroactive application of the applicable Regulatory Change. Failure on the part of the any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period or other applicable period shall not constitute a waiver of the such Bank's ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodPeriod or other applicable period.

Increased Cost. If If, after the date hereof, any Regulatory Change: (a) shall subject the any Bank (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Credit Noteits Note(s), its obligation to make Eurodollar Rate Advances Advances, its issuance of Letters of Credit or its obligation to make Letter of Credit Loans, or shall change the basis of taxation of payment to the any Bank (or its applicable lending office) of the principal of or interest on its Eurodollar Rate Advances Advances, or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances Advances, its obligation to make Eurodollar Advances, its obligation to issue Letters of Credit or its obligation to make Eurodollar Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of the such Bank or its applicable lending office imposed by the jurisdiction in which the such Bank's principal office or applicable lending office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank any Bank's applicable lending office or shall impose on the any Bank (or its applicable lending office) or on the United States market for certificates of deposit or the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Rate Advances, the Revolving Credit Note or its Note(s), its obligation to make Eurodollar Rate Advances, its obligation to issue Letters of Credit or its obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to the such Bank (or its applicable lending office) of making or maintaining any Eurodollar Rate Advance, issuing or maintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by the such Bank (or its applicable lending office) under this Agreement or under the Revolving Credit Noteits Note(s), then, within 30 days after demand by such Bank (with a copy to the BankAgent), the Borrower Company shall pay to the such Bank such additional amount or amounts as will reasonably compensate the such Bank for such increased cost or reduction. The Each Bank will promptly notify the Borrower Company and the Agent of any event Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle the such Bank to compensation pursuant to this SectionSection 2.24 and will designate a different applicable lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of the any Bank claiming compensation under this SectionSection 2.24, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the any Bank may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is attributable to the period ending 91 days prior to the date of the first notice delivered by any Bank under the third preceding sentence with respect to any Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. Failure on the part of the any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period or other applicable period shall not constitute a waiver of the such Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodPeriod or other applicable period.

Increased Cost. If any Regulatory Change: (a) shall subject the Bank to any tax, duty or other charge with respect to its CD Rate Advances or Eurodollar Rate Advances, the Revolving Credit Note, or its obligation to make CD Rate Advances or Eurodollar Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on CD Rate Advances or Eurodollar Rate Advances or any other amounts due under this Agreement in respect of CD Rate Advances or Eurodollar Rate Advances or its obligation to make CD Rate Advances or Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Bank imposed by the jurisdiction in which the Bank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any CD Rate Advance or Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted CD Rate or Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank Bank's applicable lending office or shall impose on the Bank (or its applicable lending office) or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its CD Rate Advances or Eurodollar Rate Advances, the Revolving Credit Note or its obligation to make CD Rate Advances or Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any CD Rate Advances or Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under the Revolving Credit Note, then, within 30 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will reasonably compensate the Bank for such increased cost or reduction. The Bank will promptly notify ; provided, that the Borrower of shall not be obligated to pay any event of which it has knowledge, occurring after the date hereof, which will entitle such additional amount (i) unless the Bank shall first have notified the Borrower in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is - 26 - attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Bank Lender or its corporate parent to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLoans, the Revolving Credit Noteits Notes, or its obligation to make Eurodollar Rate Advances Loans, or shall change the basis of taxation of payment to the Bank Lender of the principal of or interest on its Eurodollar Rate Advances Loans, or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances Loans, or its obligation to make Eurodollar Rate Advances Loans (except for changes in the rate of tax on the overall net income of the Bank Lender imposed by the jurisdiction in which the Bank's principal office Lender is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance Loan any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market eurodollar market, any other condition affecting its Eurodollar Rate AdvancesLoans, the Revolving Credit Note Notes or its obligation to make Eurodollar Rate AdvancesLoans; and the result of any of the foregoing is to increase the cost to the Bank Lender or its corporate parent of making or maintaining any Eurodollar Rate AdvanceLoan, or to reduce the amount of any sum received or receivable by the Bank Lender under this Agreement or under the Revolving Credit NoteNotes, then, within 30 days after demand by the BankLender, the Borrower shall pay to the Bank Lender such additional amount or amounts as will reasonably compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.will

Increased Cost. If any Regulatory Change: (a) shall subject the Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesTranches, the Revolving Credit Note, Note or its obligation to make Eurodollar Rate Advances Tranches, or shall change the basis of taxation of payment to the Bank of the principal of or interest on Eurodollar Rate Advances Tranches or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Tranches or its obligation to make Eurodollar Rate Advances Tranches (except for changes in the rate of tax on the overall net income of the Bank imposed by the jurisdiction in which the Bank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance Tranche any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Rate AdvancesTranches, the Revolving Credit Note or its obligation to make Eurodollar Rate AdvancesTranches; and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Eurodollar Rate AdvanceTranche, or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under the Revolving Credit Note, then, within 30 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will reasonably compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.demand

Increased Cost. If If, after the date hereof, any Regulatory Change: (a) shall subject the any Bank (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Credit Noteits Note(s), its obligation to make Eurodollar Rate Advances Advances, its issuance of Letters of Credit or its obligation to make Letter of Credit Loans, or shall change the basis of taxation of payment to the any Bank (or its applicable lending office) of the principal of or interest on its Eurodollar Rate Advances Advances, or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances Advances, its obligation to make Eurodollar Advances, its obligation to issue Letters of Credit or its obligation to make Eurodollar Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of the such Bank or its applicable lending office imposed by the jurisdiction in which the such Bank's principal office or applicable lending office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank any Bank's applicable lending office or shall impose on the any Bank (or its applicable lending office) or on the United States market for certificates of deposit or the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Rate Advances, the Revolving Credit Note or its Note(s), its obligation to make Eurodollar Rate Advances, its obligation to issue Letters of Credit or its obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to the such Bank (or its applicable lending office) of making or maintaining any Eurodollar Rate Advance, issuing or maintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by the such Bank (or its applicable lending office) under this Agreement or under the Revolving Credit Noteits Note(s), then, within 30 days after demand by such Bank (with a copy to the BankAgent), the Borrower Company shall pay to the such Bank such additional amount or amounts as will reasonably compensate the such Bank for such increased cost or reduction. The Each Bank will promptly notify the Borrower Company and the Agent of any event Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle the such Bank to compensation pursuant to this SectionSection 2.22 and will designate a different applicable lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of the any Bank claiming compensation under this SectionSection 2.22, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the any Bank may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is attributable to the period ending 91 days prior to the date of the first notice delivered by any Bank under the third preceding sentence with respect to any Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. Failure on the part of the any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period or other applicable period shall not constitute constiute a waiver of the such Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodPeriod or other applicable period.