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 Eurodollar Rate Advances, the 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 laws of the United States or any 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 any such requirement imposed by the Board, but excluding 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 interbank Eurodollar market any other condition affecting Eurodollar Rate Advances, the Notes 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 either Note, then, within 30 days after demand by the Bank, the Company shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Company 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 Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Note or Note, its obligation to make Eurodollar Rate Advances, Advances or shall change the basis of taxation of payment to the Bank Lender 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 Lender imposed by the laws of the United States or any jurisdiction in which the BankLender's principal office is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including 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 Lender or shall impose on the Bank Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances, the Notes 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 Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Bank Lender under this Agreement or under either the Note, then, within 30 days after demand by the BankLender, the Company Borrowers shall pay to the Bank Lender such additional amount or amounts as will compensate the Bank Lender for such increased cost or reduction. The Bank Lender will promptly notify the Company Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank Lender to compensation pursuant to this Section. A certificate of the Bank Lender 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 Lender 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 Note or its obligation to make Eurodollar Rate Advances, 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 laws of the United States or any jurisdiction in which the Bank's principal office is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including 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 interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances, the Notes Revolving 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 either the Revolving Note, then, within 30 days after demand by the Bank, the Company Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Company 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 any Regulatory Change: : (a) shall subject the Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesTranches, the Revolving Note or its obligation to make Eurodollar Rate AdvancesTranches, 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 laws of the United States or any jurisdiction in which the Bank's principal office is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including 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 Notes Revolving 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 either the Revolving Note, then, within 30 days after demand by the Bank, the Company 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 Company 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 any Regulatory Change: : (a) shall subject the Bank to any tax, duty or other charge with respect to Eurodollar its Fixed Rate Advances, the Note Notes or its obligation to make Eurodollar Fixed Rate Advances, Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on Eurodollar its Fixed Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Fixed Rate Advances or its obligation to make Eurodollar Fixed Rate Advances (except for changes in the rate of tax on the overall net income of the Bank imposed by the laws of the United States or any jurisdiction in which the Bank's principal office is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including 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 Eurodollar Fixed Rate Advances, the Notes or its obligation to make Eurodollar Fixed Rate Advances; and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Eurodollar Fixed Rate Advance, or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under either Notethe Notes, then, within 30 and in each such case, upon one hundred twenty (120) days after demand by notice to the BankBorrower from the Bank of the nature of such Regulatory Change, the Company Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. The Bank will promptly notify reduction for the Company of any event of which it has knowledge, occurring period from and after the date hereof, which will entitle the Bank to compensation pursuant to this Sectionone hundred twentieth (120th) day after such notice is given. 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 manifest 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 Note or Revolving Credit Note, its obligation to make Eurodollar Rate Advances, 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 laws of the United States or any jurisdiction in which the Bank's principal office is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including 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 Notes 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 either the Revolving Credit Note, then, within 30 days after demand by the Bank, the Company 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 Company 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 Term Note or its obligation to make Eurodollar Rate Advances, 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 laws of the United States or any jurisdiction in which the such Bank's principal office is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including 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 interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances, the Notes Term 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 either the Term Note, then, within 30 days after demand by the Bank, the Company Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Company 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 the adoption of any Regulatory Change: applicable law, rule, or regulation, or any change therein, or any change in the interpretation of administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Bank with any request or directive (awhether or not having the force of law) of any such authority, central bank, or comparable agency: (i) shall subject the Bank to any tax, duty duty, or other charge with respect to Eurodollar its IBOR Rate Advances, the Note Loans or its obligation to make Eurodollar IBOR Rate AdvancesLoans, or shall change the basis of taxation of payment payments to the Bank of the principal of or interest on Eurodollar its IBOR Rate Advances Loans or any other amounts due under this Agreement in respect of Eurodollar to its IBOR Rate Advances Loans, or its obligation to make Eurodollar IBOR Rate Advances Loans (except for changes in the rate of tax on the overall net income of the Bank imposed by the laws of the United States or any jurisdiction in which the Bank's principal executive office is located); or or (bii) shall imposeimpose or modify any reserve (including, modify or deem applicable without limitation, any reserveimposed by the Board of Governors of the Federal Reserve System), special deposit, capital requirement or similar requirement (including any such requirement imposed by the Board, but excluding 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 by Bank or shall impose on the Bank or on the interbank Eurodollar market any other condition affecting Eurodollar Rate Advances, the Notes 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 its IBOR Rate AdvanceLoans, or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under either Noteby an amount deemed by Bank to be material, then, within 30 15 days after demand by the Bank, the Company shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Sectionsection. A certificate of the Bank claiming compensation under this Section, section defining such reason for said compensation and 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 manifest error. In determining If Bank demands compensation under this section, Company may at any time, upon at least five Banking Days' prior notice to Bank, repay in full the then outstanding IBOR Rate Loans of Bank, together with accrued interest thereon to the date of prepayment. If not then in default, Company may repay the affected IBOR Rate Loan by requesting a Prime Rate Loan in an equal principal amount. Upon any such amountrepayment, Company also shall pay all accrued interest to the Bank may use any reasonable averaging and attribution methods. Failure on the part date of the repayment, plus such additional amounts as may be necessary to compensate Bank to demand compensation for any increased costs loss and any direct or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver indirect costs, including the cost of re-employment of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent repaid funds at lower Interest PeriodRates.

Increased Cost. If If, after the date hereof, any Regulatory Change: Change or compliance with any request or directive (awhether or not having the force of law) of any governmental authority, central bank or comparable agency: (i) shall subject the Bank any Lender to any tax, duty or other charge with respect to Balance Funded Rate Advances or Eurodollar Rate Advances, the Note its Note, or its obligation to make Balance Funded Rate Advances or Eurodollar Rate Advances, or shall change the basis of taxation of payment to the Bank such Lender of the principal of or interest on Balance Funded Rate Advances or Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Balance Funded Rate Advances or Eurodollar Rate Advances or its obligation to make Balance Funded Rate Advances or Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Bank such Lender imposed by the laws of the United States or any jurisdiction in which the Banksuch Lender's principal office is located); or or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding 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 Lender or shall impose on the Bank any Lender or on the interbank Eurodollar market any other condition affecting Balance Funded Rate Advances or Eurodollar Rate Advances, the Notes such Lender's Note, or its obligation to make Balance Funded Rate Advances or Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Bank such Lender of making or maintaining any Balance Funded Rate Advance or Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Bank such Lender under this Agreement or under either its Note, then, within 30 thirty (30) days after written demand by the Banksuch Lender, the Company Borrowers shall pay to the Bank such Lender such additional amount or amounts as will compensate the Bank such Lender for such increased cost or reduction. The Bank will promptly notify ; PROVIDED, that the Company of Borrowers shall not be obligated to pay any event of which such additional amount (i) unless such Lender shall first have notified the Borrowers in writing that it has knowledge, occurring after the date hereof, which will entitle the Bank intends to seek such compensation pursuant to this SectionSection 2.06(b), or (ii) to the extent such additional amount is 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 any Lender claiming compensation under this SectionSection 2.06(b), 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 absent manifest error. In determining such amount, the Bank such Lender may use any reasonable averaging and attribution methods. Failure on the part of the Bank any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the Banksuch Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod.

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 Note its Notes, or its obligation to make Eurodollar Rate AdvancesLoans, 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 laws of the United States or any jurisdiction in which the Bank's principal office Lender is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including 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 interbank Eurodollar market eurodollar market, any other condition affecting its Eurodollar Rate AdvancesLoans, the 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 either Notethe Notes, then, within 30 days after demand by the BankLender, the Company Borrower shall pay to the Bank Lender such additional amount or amounts as will compensate the Bank for such increased cost or reduction. The Bank will promptly notify the Company 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 Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Note or Notes, its obligation to make Eurodollar Rate Advances, Advances or shall change the basis of taxation of payment to the Bank Lender 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 Lender imposed by the laws of the United States or any jurisdiction in which the BankLender's principal office is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including 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 Lender or shall impose on the Bank Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances, the Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Bank Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Bank Lender under this Agreement or under either the Revolving Note or the Term Note, then, within 30 days after demand by the BankLender, the Company Borrower shall pay to the Bank Lender such additional amount or amounts as will compensate the Bank Lender for such increased cost or reduction. The Bank Lender will promptly notify the Company Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank Lender to compensation pursuant to this Section. A certificate of the Bank Lender 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 Lender may use any reasonable averaging and attribution methods. Failure on the part of the Bank Lender 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 BankLender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.