Common use of Increased Cost Clause in Contracts

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (i) shall subject any Lender to any tax, duty or other charge with respect to Eurodollar Advances or Balance Funded Rate Advances, its Note, or its obligation to make Eurodollar Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on Eurodollar Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or Balance Funded Rate Advances or its obligation to make Eurodollar Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) 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 of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or on the interbank Eurodollar market any other condition affecting Eurodollar Advances or Balance Funded Rate Advances, such Lender's Note, or its obligation to make Eurodollar Advances or Balance Funded Rate Advances; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Eurodollar Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, then, within 30 days after written demand by such Lender, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, 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 any Lender claiming compensation under this Section 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 manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange: (ia) shall subject any Lender Bank (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Advances or Balance Funded Rate Advances, its NoteNote(s), its obligation to make Eurodollar Advances, its issuance of Letters of Credit or its obligation to make Eurodollar Advances or Balance Funded Rate AdvancesLetter of Credit Loans, or shall change the basis of taxation of payment to such Lender any Bank (or its applicable lending office) of the principal of or interest on its Eurodollar Advances or Balance Funded Rate Advances Advances, or any other amounts due under this Agreement in respect of its Eurodollar Advances or Balance Funded Rate Advances Advances, its obligation to make Eurodollar Advances, its obligation to issue Letters of Credit or its obligation to make Eurodollar Advances or Balance Funded Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of such Lender Bank or its applicable lending office imposed by the laws of the United States or any jurisdiction in which such LenderBank's principal office or applicable lending office is located); or (iib) 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 of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar 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, any Lender Bank's applicable lending office or shall impose on any Lender Bank (or its applicable lending office) or on the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Advances or Balance Funded Rate Advances, such Lender's Noteits Note(s), or its obligation to make Eurodollar Advances Advances, its obligation to issue Letters of Credit or Balance Funded Rate Advancesits obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its applicable lending office) of making or maintaining any Eurodollar Advance Advance, issuing or Balance Funded Rate Advancemaintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by such Lender Bank (or its applicable lending office) under this Agreement or under its NoteNote(s), then, within 30 days after written demand by such LenderBank (with a copy to the Agent), the Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided, that . Each Bank will promptly notify the Company shall not be obligated and the Agent of any Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle such Bank to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this SectionSection 2.23 and will designate a different applicable lending office if such designation will avoid the need for, or (ii) to reduce the extent amount of, such additional amount is attributable to compensation and will not, in the period ending 91 days prior to the date judgment of the first such notice with respect Bank, be otherwise disadvantageous 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 ChangeBank. A certificate of any Lender Bank claiming compensation under this Section 2.06(b)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 manifest error. In determining such amount, such Lender 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 any Lender 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 such LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period or other applicable period.

Increased Cost. If, after the date hereof, If any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange: (ia) shall subject any the Lender or its corporate parent to any tax, duty or other charge with respect to its Eurodollar Advances or Balance Funded Rate AdvancesLoans, its NoteNotes, or its obligation to make Eurodollar Advances or Balance Funded Rate AdvancesLoans, or shall change the basis of taxation of payment to such the Lender of the principal of or interest on its Eurodollar Advances or Balance Funded Rate Advances Loans, or any other amounts due under this Agreement in respect of its Eurodollar Advances or Balance Funded Rate Advances Loans, or its obligation to make Eurodollar Advances or Balance Funded Rate Advances Loans (except for changes in the rate of tax on the overall net income of such the Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office the Lender is located); or (iib) 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 of Governors of the Federal Reserve SystemBoard, but excluding with respect to any Eurodollar Rate 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, any Lender or shall impose on any Lender or on the interbank Eurodollar market eurodollar market, any other condition affecting its Eurodollar Advances or Balance Funded Rate AdvancesLoans, such Lender's Note, the Notes or its obligation to make Eurodollar Advances or Balance Funded Rate AdvancesLoans; and the result of any of the foregoing is to increase the cost to such the Lender or its corporate parent of making or maintaining any Eurodollar Advance or Balance Funded Rate AdvanceLoan, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its Notethe Notes, then, within 30 days after written demand by such the Lender, the Company Borrower shall pay to such the Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, 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 any Lender claiming compensation under this Section 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 manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.will

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange: (ia) shall subject any Lender Bank (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Advances or Balance Funded Rate Advances, its NoteNote(s), its obligation to make Eurodollar Advances, its issuance of Letters of Credit or its obligation to make Eurodollar Advances or Balance Funded Rate AdvancesLetter of Credit Loans, or shall change the basis of taxation of payment to such Lender any Bank (or its applicable lending office) of the principal of or interest on its Eurodollar Advances or Balance Funded Rate Advances Advances, or any other amounts due under this Agreement in respect of its Eurodollar Advances or Balance Funded Rate Advances Advances, its obligation to make Eurodollar Advances, its obligation to issue Letters of Credit or its obligation to make Eurodollar Advances or Balance Funded Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of such Lender Bank or its applicable lending office imposed by the laws of the United States or any jurisdiction in which such LenderBank's principal office or applicable lending office is located); or (iib) 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 of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar 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, any Lender Bank's applicable lending office or shall impose on any Lender Bank (or its applicable lending office) or on the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Advances or Balance Funded Rate Advances, such Lender's Noteits Note(s), or its obligation to make Eurodollar Advances Advances, its obligation to issue Letters of Credit or Balance Funded Rate Advancesits obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its applicable lending office) of making or maintaining any Eurodollar Advance Advance, issuing or Balance Funded Rate Advancemaintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by such Lender Bank (or its applicable lending office) under this Agreement or under its NoteNote(s), then, within 30 days after written demand by such LenderBank (with a copy to the Agent), the Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided, that . Each Bank will promptly notify the Company shall not be obligated and the Agent of any Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle such Bank to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this SectionSection 2.24 and will designate a different applicable lending office if such designation will avoid the need for, or (ii) to reduce the extent amount of, such additional amount is attributable to compensation and will not, in the period ending 91 days prior to the date judgment of the first such notice with respect Bank, be otherwise disadvantageous 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 ChangeBank. A certificate of any Lender Bank claiming compensation under this Section 2.06(b)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 manifest error. In determining such amount, such Lender 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 any Lender 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 such LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period or other applicable period.

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange: (ia) shall subject any Lender Bank (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Advances or Balance Funded Rate Advances, its NoteNote(s), its obligation to make Eurodollar Advances, its issuance of Letters of Credit or its obligation to make Eurodollar Advances or Balance Funded Rate AdvancesLetter of Credit Loans, or shall change the basis of taxation of payment to such Lender any Bank (or its applicable lending office) of the principal of or interest on its Eurodollar Advances or Balance Funded Rate Advances Advances, or any other amounts due under this Agreement in respect of its Eurodollar Advances or Balance Funded Rate Advances Advances, its obligation to make Eurodollar Advances, its obligation to issue Letters of Credit or its obligation to make Eurodollar Advances or Balance Funded Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of such Lender Bank or its applicable lending office imposed by the laws of the United States or any jurisdiction in which such LenderBank's principal office or applicable lending office is located); or (iib) 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 of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar 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, any Lender Bank's applicable lending office or shall impose on any Lender Bank (or its applicable lending office) or on the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Advances or Balance Funded Rate Advances, such Lender's Noteits Note(s), or its obligation to make Eurodollar Advances Advances, its obligation to issue Letters of Credit or Balance Funded Rate Advancesits obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its applicable lending office) of making or maintaining any Eurodollar Advance Advance, issuing or Balance Funded Rate Advancemaintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by such Lender Bank (or its applicable lending office) under this Agreement or under its NoteNote(s), then, within 30 days after written demand by such LenderBank (with a copy to the Agent), the Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided, that . Each Bank will promptly notify the Company shall not be obligated and the Agent of any Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle such Bank to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this SectionSection 2.22 and will designate a different applicable lending office if such designation will avoid the need for, or (ii) to reduce the extent amount of, such additional amount is attributable to compensation and will not, in the period ending 91 days prior to the date judgment of the first such notice with respect Bank, be otherwise disadvantageous 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 ChangeBank. A certificate of any Lender Bank claiming compensation under this Section 2.06(b)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 manifest error. In determining such amount, such Lender 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 any Lender 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 such LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period or other applicable period.

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange: (ia) shall subject any Lender Bank (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Advances or Balance Funded Rate Advances, its NoteNote(s), its obligation to make Eurodollar Advances, its issuance of Letters of Credit or its obligation to make Eurodollar Advances or Balance Funded Rate AdvancesLetter of Credit Loans, or shall change the basis of taxation of payment to such Lender any Bank (or its applicable lending office) of the principal of or interest on its Eurodollar Advances or Balance Funded Rate Advances Advances, or any other amounts due under this Agreement in respect of its Eurodollar Advances or Balance Funded Rate Advances Advances, its obligation to make Eurodollar Advances, its obligation to issue Letters of Credit or its obligation to make Eurodollar Advances or Balance Funded Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of such Lender Bank or its applicable lending office imposed by the laws of the United States or any jurisdiction in which such Lender's Bank’s principal office or applicable lending office is located); or (iib) 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 of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar 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, any Lender Bank’s applicable lending office or shall impose on any Lender Bank (or its applicable lending office) or on the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Advances or Balance Funded Rate Advances, such Lender's Noteits Note(s), or its obligation to make Eurodollar Advances Advances, its obligation to issue Letters of Credit or Balance Funded Rate Advancesits obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its applicable lending office) of making or maintaining any Eurodollar Advance Advance, issuing or Balance Funded Rate Advancemaintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by such Lender Bank (or its applicable lending office) under this Agreement or under its NoteNote(s), then, within 30 days after written demand by such LenderBank (with a copy to the Agent), the Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided, that . Each Bank will promptly notify the Company shall not be obligated and the Agent of any Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle such Bank to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this SectionSection 2.23 and will designate a different applicable lending office if such designation will avoid the need for, or (ii) to reduce the extent amount of, such additional amount is attributable to compensation and will not, in the period ending 91 days prior to the date judgment of the first such notice with respect Bank, be otherwise disadvantageous 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 ChangeBank. A certificate of any Lender Bank claiming compensation under this Section 2.06(b)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 manifest error. In determining such amount, such Lender 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 any Lender 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 such Lender's Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period or other applicable period.

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (i) shall subject any Lender to any tax, duty or other charge with respect to Eurodollar Rate Advances or Balance Funded Rate Advances, its Note, or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on Eurodollar Rate Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or Balance Funded Rate Advances or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) 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 of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or on the interbank Eurodollar market any other condition affecting Eurodollar Rate Advances or Balance Funded Rate Advances, such Lender's Note, or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advances; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Eurodollar Rate Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, then, within 30 days after written demand by such Lender, the Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; providedPROVIDED, that the Company Borrower shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company Borrower in writing that it intends to seek such compensation pursuant to this Section, 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 any Lender claiming compensation under this Section 2.06(b2.09(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 computationcomputation (including a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such compensation than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected by such compliance by such Lender, whether or not such Lender allocates any portion or such compensation to such other commitments or credit extensions), shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.

Increased Cost. If, after the date hereof, If any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange: (ia) shall subject any Lender the Bank to any tax, duty or other charge with respect to Eurodollar its CD Rate Advances or Balance Funded Eurodollar Rate Advances, its the Note, or its obligation to make Eurodollar CD Rate Advances or Balance Funded Eurodollar Rate Advances, Advances or shall change the basis of taxation of payment to such Lender the Bank of the principal of or interest on Eurodollar CD Rate Advances or Balance Funded Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar CD Rate Advances or Balance Funded Eurodollar Rate Advances or its obligation to make Eurodollar CD Rate Advances or Balance Funded Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of such Lender the Bank imposed by the laws of the United States or any jurisdiction in which such Lenderthe Bank's principal office is located); or (iib) 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 of Governors of the Federal Reserve SystemBoard, 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, any Lender the Bank's applicable lending office or shall impose on any Lender 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 Eurodollar its CD Rate Advances or Balance Funded Eurodollar Rate Advances, such Lender's Note, the Note or its obligation to make Eurodollar CD Rate Advances or Balance Funded Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to such Lender the Bank of making or maintaining any CD Rate Advances or Eurodollar Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its the Note, then, within 30 days after written demand by such Lenderthe Bank, the Company Borrower shall pay to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or reduction; provided, that the Company Borrower shall not be obligated to pay any such additional amount (i) unless such Lender the Bank shall first have notified the Company 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 any Lender the Bank claiming compensation under this Section 2.06(b)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, such Lender the Bank may use any reasonable averaging and attribution methods. Failure on the part of any Lender the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period Interest Period shall not constitute a waiver of such Lenderthe Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodInterest Period.

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (i) shall subject any Lender to any tax, duty or other charge with respect to Eurodollar Advances or Balance Funded Rate Advances or Eurodollar Advances, its Note, or its obligation to make Eurodollar Advances or Balance Funded Rate Advances or Eurodollar Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on Eurodollar Advances or Balance Funded Rate Advances or Eurodollar Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or Balance Funded Rate Advances or Eurodollar Advances or its obligation to make Eurodollar Advances or Balance Funded Rate Advances or Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) 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 of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or on the interbank Eurodollar market any other condition affecting Eurodollar Advances or Balance Funded Rate Advances or Eurodollar Advances, such Lender's Note, or its obligation to make Eurodollar Advances or Balance Funded Rate Advances or Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Eurodollar Advance or Balance Funded Rate Advance or Eurodollar Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, then, within 30 thirty (30) days after written demand by such Lender, the Company Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; providedPROVIDED, that the Company Borrowers shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company Borrowers in writing that it 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 any Lender claiming compensation under this Section 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, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (i) shall subject any Lender to any tax, duty or other charge with respect to Eurodollar Advances or Balance Funded Fixed Rate Advances, its Note, or its obligation to make Eurodollar Advances or Balance Funded Fixed Rate Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on Eurodollar Advances or Balance Funded Fixed Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or Balance Funded Fixed Rate Advances or its obligation to make Eurodollar Advances or Balance Funded Fixed Rate Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) 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 of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or on the interbank Eurodollar market any other condition affecting Eurodollar Advances or Balance Funded Fixed Rate Advances, such Lender's Note, or its obligation to make Eurodollar Advances or Balance Funded Fixed Rate Advances; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Eurodollar Advance or Balance Funded Fixed Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, then, within 30 days after written demand by such Lender, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, 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 any Lender claiming compensation under this Section 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 manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.

Increased Cost. If, after the date hereof, If any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency:Change: -------------- (ia) shall subject any Lender Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Advances or Balance Funded Rate Advances, its Note, Notes or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender any Bank (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Advances or Balance Funded Rate Advances or its obligation to make Eurodollar Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender Bank or its Applicable Lending Office imposed by the laws of the United States or any jurisdiction in which such LenderBank's principal office or Applicable Lending Office is located); or (iib) 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 of Governors of the Federal Reserve SystemBoard, 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, any Lender Bank's Applicable Lending Office or against Letters of Credit issued by the Agent or shall impose on any Lender Bank (or on its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its Eurodollar Advances or Balance Funded Rate Advances, such Lender's Note, its Notes or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advancesaffecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance or Balance Funded Rate Advanceissuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its NoteNotes, then, within 30 days after written demand by such LenderBank (with a copy to the Agent), the Company Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, that occurring after the Company shall not be obligated date hereof, which will entitle such Bank to pay any compensation pursuant to this Section and will designate a different Applicable Lending Office if such additional designation will avoid the need for, or reduce the amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, or (ii) only be entitled to payment under this Section for costs incurred from and after the extent such additional amount is attributable to the period ending 91 date 45 days prior to the date of the first that such notice with respect to Bank does give 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 Changenotice. A certificate of any Lender Bank claiming compensation under this Section 2.06(b)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, such Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period Interest Period shall not constitute a waiver of such LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodInterest Period.

Increased Cost. If, after the date hereof, If any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency:Change: -------------- (ia) shall subject any Lender Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Advances or Balance Funded Rate Advances, its Note, Notes or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender any Bank (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Advances or Balance Funded Rate Advances or its obligation to make Eurodollar Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender Bank or its Applicable Lending Office imposed by the laws of the United States or any jurisdiction in which such LenderBank's principal office or Applicable Lending Office is located); or (iib) 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 of Governors of the Federal Reserve SystemBoard, 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, any Lender Bank's Applicable Lending Office or against Letters of Credit issued by the LC Bank or shall impose on any Lender Bank (or on its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its Eurodollar Advances or Balance Funded Rate Advances, such Lender's Note, its Notes or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advancesaffecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance or Balance Funded Rate Advanceissuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its NoteNotes, then, within 30 days after written demand by such LenderBank (with a copy to the Agent), the Company Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, that occurring after the Company shall not be obligated date hereof, which will entitle such Bank to pay any compensation pursuant to this Section and will designate a different Applicable Lending Office if such additional designation will avoid the need for, or reduce the amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, or (ii) only be entitled to payment under this Section for costs incurred from and after the extent such additional amount is attributable to the period ending 91 date 45 days prior to the date of the first that such notice with respect to Bank does give 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 Changenotice. A certificate of any Lender Bank claiming compensation under this Section 2.06(b)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, such Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period Interest Period shall not constitute a waiver of such LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodInterest Period.

Increased Cost. If, after the date hereof, If any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (i) shall subject any Lender Bank to any tax, duty or other charge with respect to its Eurodollar Advances or Balance Funded Rate Advances, the Letters of Credit, its Note, Notes or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advancesto make Revolving Loans to repay, or purchase participations in, drawings under Letters of Credit, or shall change the basis of taxation of payment to such Lender any Bank of the principal of or interest on its Eurodollar Rate Advances or Balance Funded Rate Advances such Revolving Loans or participations, or any other amounts due under this Agreement in respect of Eurodollar Advances or Balance Funded Rate Advances or its obligation to make Eurodollar Advances or Balance Funded Rate Advances thereof (except for changes in the rate of tax on the overall net income of such Lender Bank or its Applicable Lending Office imposed by the laws of the United States or any jurisdiction in which such LenderBank's principal office or Applicable Lending Office is located); or (ii) or 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 of Governors of the Federal Reserve SystemBoard, 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, any Lender Bank or shall impose on any Lender Bank or on the interbank Eurodollar market any other condition affecting its Eurodollar Advances or Balance Funded Rate Advances, such Lender's Notethe Letters of Credit, its Notes, or its obligation to make Eurodollar Rate Advances or Balance Funded Rate Advances; to make Revolving Loans to repay, or purchase participations in, drawings under Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Eurodollar Advance or Balance Funded Rate AdvanceBank, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its NoteNotes, then, within 30 10 days after written demand by such LenderBank (with a copy to the Agent), the Company Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, 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 any Lender Bank claiming compensation under this Section 2.06(b)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, such Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period Interest Period shall not constitute a waiver of such LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodInterest Period. If a Regulatory Change with respect to which a Bank has demanded compensation hereunder is subsequently terminated or repealed, or the costs imposed on a Bank as a result of a change are subsequently reduced due to an amendment thereof, such Bank shall only be entitled to compensation hereunder to the extent of the increased costs incurred as a result of such Regulatory Change prior to the date such Regulatory Change no longer imposes costs on such Bank, or to reduced compensation from and after the date the amendment of such Regulatory Change reduces the costs incurred by such Bank.

Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (i) shall subject any Lender Bank to any tax, duty or other charge with respect to Eurodollar Advances or Balance Funded Rate Advances, its Note, Warehousing Note or its obligation to make Eurodollar Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender Bank of the principal of or interest on Eurodollar Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or Balance Funded Rate Advances or its obligation to make Eurodollar Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender Bank imposed by the laws of the United States or any jurisdiction in which such LenderBank's principal office is located); or (ii) 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 of Governors of the Federal Reserve System, but excluding 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, any Lender Bank or shall impose on any Lender Bank or on the interbank Eurodollar market any other condition affecting Eurodollar Advances or Balance Funded Rate Advances, such LenderBank's Note, Warehousing Note or its obligation to make Eurodollar Advances or Balance Funded Rate Advances; and the result of any of the foregoing is to increase the cost to such Lender Bank of making or maintaining any Eurodollar Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Warehousing Note, then, within 30 days after written demand by such LenderBank, the Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender Bank shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, 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 any Lender Bank claiming compensation under this Section 2.06(b)2.06, 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, such Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of such LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.