Common use of Reserve Requirements; Change in Circumstances Clause in Contracts

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, or shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank to be material, then the Borrower will pay to such Bank within 30 days of demand such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank Lender by the jurisdiction in which such Bank Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, Lender (except any such reserve requirement which is reflected in the LIBO Rate or the Base CD Rate) or shall impose on such Bank Lender or the London interbank market or other market in which Lenders ordinarily raise dollars to fund Loans of the requested Type any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan Loans made by such BankLender, and the result of any of the foregoing shall be to increase the cost to such Bank Lender of funding, making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank Lender to be material, then Alcoa will pay or cause the Borrower will other Borrowers to pay to such Bank within 30 days of Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank Lender by the jurisdiction in which such Bank Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such BankLender, or shall impose on such Bank Lender or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or any Eurodollar Loan Loans or Fixed Rate Loan Loans made by such BankLender, and the result of any of the foregoing shall be to increase the cost to such Bank Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan Loan, or to reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank Lender to be material, then the each Borrower will pay to such Bank within 30 days of Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate LIBOR Loan made by such Bank Lender or any Fees fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank Lender by the jurisdiction in which such Bank Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, Lender (except any such reserve requirement which is reflected in the LIBO Rate or the Base CD Rate) or shall impose on such Bank Lender or the London interbank market or other market in which Lenders ordinarily raise dollars to fund Loans of the requested Type any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan LIBOR Loans made by such BankLender, and the result of any of the foregoing shall be to increase the cost to such Bank Lender of funding, making or maintaining any Eurodollar Loan or Fixed Rate LIBOR Loan or to reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank Lender to be material, then Alcoa will pay or cause the Borrower will other Borrowers to pay to such Bank within 30 days of Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bankany Lender, or shall impose result in the imposition on such Bank any Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurodollar Loan or Fixed Rate Loan made by such BankLender, and the result of any of the foregoing shall be to increase the cost to such Bank Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank Lender with respect to any Eurodollar Loan or Fixed Rate Loan hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank Lender to be material, then the Borrower such additional amount or amounts as will pay to compensate such Bank within 30 days of demand Lender for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender upon demand. Notwithstanding the foregoing, no Bank Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Issuing Bank or any Fees or other amounts payable Lender hereunder (other than except for changes in respect of taxes imposed on the overall net income of the Issuing Bank or such Bank Lender or its lending office imposed by the jurisdiction in which such Bank has its principal executive office or by any political subdivision or taxing authority thereinlending office is located), or shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender or the Issuing Bank, or shall impose result in the imposition on such any Lender, the Issuing Bank or the London interbank market of any other condition affecting this Agreement or Agreement, such Lender's Commitment, any Eurodollar Loan or Fixed Rate Loan made by such BankLender or any Letter of Credit or participation interest therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan issuing, maintaining or participating in any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank within 30 days of demand for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bankany Lender, or shall impose result in the imposition on such Bank (i) any Lender or the London interbank market of any other condition affecting this Agreement Agreement; (ii) such Lender's Commitment; or (iii) any Eurodollar Eurocurrency Loan or Fixed Rate Loan made by such BankLender, and the result of any of the foregoing shall be to increase the cost to such Bank Lender of making or maintaining any Eurodollar Eurocurrency Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Bank Lender to be material, then the Borrower such additional amount or amounts as will pay to compensate such Bank within 30 days of demand Lender for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender upon demand. Notwithstanding the foregoing, no Bank Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any any, Competitive Bid LIBOR Loans, Eurodollar Standby Loan or Fixed Rate CD Loan made by such Bank or any Fees other fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by by, such BankBank (except any reserve requirement reflected in the Adjusted LIBO Rate), or shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any Competitive Bid LIBOR Loan, Eurodollar Standby Loan or Fixed Rate CD Loan made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Competitive Bid LIBOR Loan, Eurodollar Standby Loan or Fixed Rate CD Loan or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Bank to be material, then the Borrower will Company shall pay to such Bank within 30 days of upon demand such additional costs amount or amounts as will compensate such Bank for such additional cost incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, Bank (except any such reserve requirement which is reflected in the Eurodollar Rate) or shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank hereunder or under any Notes (whether of principal, interest or otherwise) in respect of Eurodollar Loans by an amount deemed by such Bank to be material, then the Borrower will pay to such Bank within 30 days of upon demand such additional amount or amounts as will compensate such Bank for such additional costs incurred or reduction suffered. Notwithstanding It is acknowledged that this Agreement is being entered into by the foregoingBanks on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable laws, no Bank regulations and regulatory guidelines. In the event Banks shall be advised by any Governmental Authority or shall otherwise determine on the basis of pronouncements of any Governmental Authority that such understanding is incorrect, it is agreed that the Banks will be entitled to request compensation make claims under this paragraph with respect based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.be maintained. 41 36

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank Lender by the jurisdiction in which such Bank Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, Lender or shall impose on such Bank Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan Loans made by such BankLender, and the result of any of the foregoing shall be to increase the cost to such Bank Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan Loan, or to reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank Lender in good faith to be material, then the Borrower will pay to such Bank within 30 days of Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement the enactment of any new law or regulation, or any change in applicable existing law or regulation regulation, or in the interpretation or administration thereof of the foregoing by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) ), shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable Lender hereunder (other than except for changes in respect of taxes imposed on the overall net income of such Bank Lender or its lending office imposed by the jurisdiction in which such Bank has its Lender’s principal executive office or by any political subdivision or taxing authority thereinlending office is located), or shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bankany Lender, or shall impose result in the imposition on such Bank any Lender or the London interbank market of any other condition affecting this Agreement Agreement, such Lender’s Commitment or any Eurodollar Loan or Fixed Rate Loan Extension of Credit made by such BankLender, and the result of any of the foregoing shall be to increase the cost to such Bank Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan Extension of Credit or to reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest or otherwise) by an amount deemed in good faith by such Bank Lender to be material, then the Borrower will shall, upon receipt of the notice and certificate provided for in Section 2.12(c), promptly pay to such Bank within 30 days of demand Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any any, Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees other fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by by, such BankBank (except any reserve requirement reflected in the Adjusted LIBO Rate), or shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Bank to be material, then the Borrower will Company shall pay to such Bank within 30 days of upon demand such additional costs amount or amounts as will compensate such Bank for such additional cost incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, or shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank to be material, then the Borrower will pay to such Bank within 30 days of demand such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate CD Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate or the Adjusted CD Rate) or shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan Loans or Fixed Rate Loan CD Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar Loan or Fixed Rate CD Loan or to reduce the amount of any sum received or receivable by such Bank hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Bank to be material, then the Borrower will pay to such Bank within 30 days of upon demand such additional amount or amounts as will compensate such Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, or shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan 31 27 or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank to be material, then the Borrower will pay to such Bank within 30 days of demand such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bankany Lender, or shall impose result in the imposition on such Bank (i) any Lender or the London interbank market of any other condition affecting this Agreement Agreement, (ii) such Lender's Commitment or (iii) any Eurodollar Eurocurrency Loan or Fixed Rate Loan made by such BankLender, and the result of any of the foregoing shall be to increase the cost to such Bank Lender of making or maintaining any Eurodollar Eurocurrency Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Bank Lender to be material, then the Borrower such additional amount or amounts as will pay to compensate such Bank within 30 days of demand Lender for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender upon demand. Notwithstanding the foregoing, no Bank Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on on, or measured by, the overall net income or overall gross receipts or franchise taxes of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Bank would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any the Eurodollar Loan or Fixed Rate Loan Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank to be material, then the Borrower will pay to such Bank within 30 days of demand in accordance with paragraph (c) below such additional amount or amounts as will compensate such Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Relevant Date (as defined in Section 3.05(c)) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Body charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such BankLender, or shall impose on such Bank Lender or the London interbank market any other condition affecting this Agreement or Agreement, such Lender's Commitment, any Eurodollar Loan or Fixed Rate Loan made by such BankLender or any Participation Interest held by such Lender (other than the imposition of or change in the rate of any Taxes as defined in Section 4.04 or the imposition of or change in the rate of any item specifically excluded from such definition of Taxes pursuant to the terms of such Section), and the result of any of the foregoing shall be to increase the cost to such Bank Lender of making making, issuing or maintaining any Eurodollar such Loan or Fixed Rate Loan Participation Interest, as the case may be, or to reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank Lender to be material, then the Borrower Borrowers will pay to such Bank within 30 days of Lender in accordance with Section 3.05(d) upon demand such additional amount or amounts as will compensate such Lender for any such additional costs incurred or reduction suffered. Notwithstanding suffered after delivery to the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware Borrowers of the change giving rise a certificate relating to such request at the time of submission of the Competitive Bid pursuant to which additional costs or such Competitive Loan shall have been madereduction as contemplated by such Section 3.05(d).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date Closing Date, the introduction of this Agreement any new law or any change in applicable law law, regulation or regulation guideline or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees other fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit or credit commitments extended by by, such Bank, Bank (other than any reserve requirement which is reflected in the LIBO Rate) or shall impose on such Bank or the London interbank market any other condition affecting this Agreement Agreement, or any Eurodollar Loan or Fixed Rate Loan Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Bank to be material, then the Borrower will pay to such Bank within 30 days of demand such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.amount

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after any Change in Law (i) shall subject any Bank to, or increase the date of this Agreement net amount of, any change in applicable law tax, levy, impost, duty, charge, fee, deduction or regulation withholding with respect to any LIBOR Loan or in the interpretation Fixed Rate Loan, or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar LIBOR Loan or Fixed Rate Loan made by such Bank or any Fees other fees or other amounts payable hereunder (other than changes in respect of (x) taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority thereintherein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (other than requirements as to which the Borrower is obligated to make payments pursuant to Section 2.14) against assets of, deposits with or for the account of of, or credit extended by by, such Bank, or (iii) shall impose on such Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar LIBOR Loan or Fixed Rate Loan made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining any Eurodollar LIBOR Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Bank to be material, then the Borrower shall pay such additional amount or amounts as will pay compensate such Bank for such increase or reduction to such Bank within 30 days of upon demand by such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been madeBank.