Common use of Capital Adequacy Charge Clause in Contracts

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower of a written demand therefor ("Capital Adequacy Demand") together with the certificate described below, Borrower shall pay to such party such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender Bank shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party's ’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender Bank could have achieved but for such adoption, change or compliance (taking into consideration such party's Bank’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent Bank to Borrower of a written demand therefor ("“Capital Adequacy Demand"”) together with the certificate described below, Borrower shall pay to such party Bank such additional amount or amounts ("“Capital Adequacy Charge"”) as will compensate such party Bank for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender Bank claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such LenderBank, and the method by which such amount was determined. In determining such amount, the applicable party Bank may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of Bank shall not make a Capital Adequacy Demand unless it is making a similar demand from Agent, its other borrowers that are similarly situated to Borrower may elect to voluntarily prepay all under substantially similar provisions of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives loan documents governing its relationship with such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demandother borrowers.

Capital Adequacy Charge. If Agent or any Lender the Lenders shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender any of them with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such party's any of the Lenders' capital as a consequence of its their obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such partyLender's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by the Agent to Borrower the Borrowers of a written demand therefor ("Capital Adequacy Demand") together with the certificate described below, Borrower Borrowers shall pay to such party the Agent such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party Lender for such reduction, such Capital Adequacy Demand demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the additional amount of the Capital Adequacy Charge or amounts to be paid to Agent or such Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party such Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender LaSalle shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority Governmental Authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such partyLaSalle's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender LaSalle could have achieved but for such adoption, change or compliance (taking into consideration such partyLaSalle's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent LaSalle to the Borrower of a written demand therefor (the "Capital Adequacy DemandCAPITAL ADEQUACY DEMAND") together with the certificate described below, the Borrower shall pay to such party LaSalle such additional amount or amounts (the "Capital Adequacy ChargeCAPITAL ADEQUACY CHARGE") as will compensate such party LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determinationreduction in respect of its Loans hereunder. A certificate of Agent or such Lender LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such LenderLaSalle, and the method by which such amount was determined. In determining such amount, the applicable party LaSalle may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender LaSalle shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date and having general application to the types of loans made by LaSalle, does or shall have the effect of reducing the rate of return on such partyLaSalle's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender LaSalle could have achieved but for such adoption, change or compliance (taking into consideration such partyLaSalle's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent LaSalle to Borrower of a written demand therefor ("Capital Adequacy Demand") together with the certificate described below, Borrower shall pay to such party LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such LenderLaSalle, and the method by which such amount was determined. In determining such amount, the applicable party LaSalle may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such partyAgent's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower the Borrowers of a written demand therefor ("Capital Adequacy Demand") together with the certificate described below, Borrower the Borrowers shall pay to such party Agent or Lender such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party Agent or Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Agent or Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any the Lender shall have determined determined, acting reasonably, that the adoption of any lawApplicable Law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such the Lender with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such party's the Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such the Lender could have achieved but for such adoption, change or compliance (taking into consideration such party's the Lender’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent the Lender to Borrower the Borrowers of a written demand therefor ("the “Capital Adequacy Demand"”) together with the certificate described below, Borrower the Borrowers shall immediately pay to such party the Lender such additional amount or amounts ("the “Capital Adequacy Charge"”) as will compensate such party the Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determinationreduction in respect of their Loans hereunder. A certificate of Agent or such the Lender claiming entitlement to payment as set forth above shall be conclusive evidence in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such the Lender, and the method by which such amount was determined. In determining such amount, the applicable party Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender LaSalle shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such partyLaSalle's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender LaSalle could have achieved but for such adoption, change or compliance (taking into consideration such partyLaSalle's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent LaSalle to Borrower of a written demand therefor ("Capital Adequacy Demand") together with the certificate described below, Borrower shall pay to such party LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such LenderLaSalle, and the method by which such amount was determined. In determining such amount, the applicable party LaSalle may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's Borrower shall have ninety (90) days from receipt of a the Capital Adequacy Demand from Agent, to seek and obtain replacement financing and will be entitled to apply the proceeds of such financing to payment in full of all Liabilities. In the event Borrower may elect to voluntarily prepay all chooses this option the provisions of the Liabilities in full, in cash, and Section 12(b) shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demandapply.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such partyLender's policies with respect to capital adequacy) by a material amount, then then, from time to time, time after submission by Agent Lender to Borrower of a written demand therefor ("Capital Adequacy DemandCAPITAL ADEQUACY DEMAND") together with the certificate described below, Borrower shall pay to such party Lender such additional amount or amounts ("Capital Adequacy ChargeCAPITAL ADEQUACY CHARGE") as will compensate such party Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive deemed presumptively correct in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender LaSalle shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such partyLaSalle's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender LaSalle could have achieved but for such adoption, change or compliance (taking into consideration such partyLaSalle's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent LaSalle to the Borrower of a written demand therefor (the "Capital Adequacy DemandCAPITAL ADEQUACY DEMAND") together with the certificate described below, the Borrower shall pay to such party LaSalle such additional amount or amounts (the "Capital Adequacy ChargeCAPITAL ADEQUACY CHARGE") as will compensate such party LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determinationreduction in respect of its Loans hereunder. A certificate of Agent or such Lender LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such LenderLaSalle, and the method by which such amount was determined. In determining such amount, the applicable party LaSalle may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender LaSalle shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such partyLaSalle's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender LaSalle could have achieved but for such adoption, change or compliance (taking into consideration such partyLaSalle's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent LaSalle to Borrower of a written demand therefor ("Capital Adequacy Demand") together with the certificate described below, Borrower shall pay to such party LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such LenderLaSalle, and the method by which such amount was determined. In determining such amount, the applicable party LaSalle may use any 16 reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender LaSalle shall have determined that ----------------------- the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such partyLaSalle's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender LaSalle could have achieved but for such adoption, change or compliance (taking into consideration such partyLaSalle's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent LaSalle to Borrower Borrowers of a written demand therefor ("Capital Adequacy Demand") together with the certificate described below, Borrower Borrowers shall pay to such party LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such LenderLaSalle, and the method by which such amount was determined. In determining such amount, the applicable party LaSalle may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender LaSalle shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such partyLaSalle's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender LaSalle could have achieved but for such adoption, change or compliance (taking into consideration such partyLaSalle's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent LaSalle to Borrower of a written demand therefor ("Capital Adequacy Demand") together with the 9 certificate described below, Borrower shall pay to such party LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such LenderLaSalle, and the method by which such amount was determined. In determining such amount, the applicable party LaSalle may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or In the event that any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, thereof or compliance by Agent or such any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofauthority, does or shall have the effect of reducing the rate of return on such partyLender's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such partyLender's policies with respect to capital adequacy) by a material amountan amount deemed by such Lender, in its reasonable discretion, to be material, then from time to time, after submission by Agent such Lender to Borrower Borrowers of a written demand therefor therefor, which demand shall be made within sixty ("Capital Adequacy Demand"60) together with days of such reduction, the certificate described below, Borrower Borrowers shall pay to such party Lender such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reductionpayment, the additional amount of the Capital Adequacy Charge or amounts to be paid to Agent or such Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party such Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basismethods. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect Each Lender and Agent agrees to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in allocate any such Capital Adequacy Demandcost increase among its similarly situated customers in good faith and on an equitable basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such party's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such partyLender's policies with respect to capital adequacy) by a material amount, then then, from time to time, time after submission by Agent Lender to Borrower of a written demand therefor ("Capital Adequacy DemandCAPITAL ADEQUACY DEMAND") together with the certificate described below, Borrower shall pay to such party Lender such additional amount or amounts ("Capital Adequacy ChargeCAPITAL ADEQUACY CHARGE") as will compensate such party Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive deemed presumptively correct in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party's ’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party's ’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower Borrowers of a written demand therefor ("“Capital Adequacy Demand"”) together with the certificate described below, Borrower Borrowers shall pay to such party such additional amount or amounts ("“Capital Adequacy Charge"”) as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest errorerror (which shall include the failure of such party to determine the Capital Adequacy Demand in accordance with this subsection). Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demand.

Capital Adequacy Charge. If Agent or In the event that any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, thereof or compliance by Agent or such any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofauthority, does or shall have the effect of reducing the rate of return on such partyLender's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change chance or compliance (taking into consideration such partyLender's policies with respect to capital adequacy) by a material amountan amount deemed by such Lender, in its reasonable discretion, to be material, then from time to time, after submission by Agent such Lender to Borrower Borrowers of a written demand therefor therefor, which demand shall be made within sixty ("Capital Adequacy Demand"60) together with the certificate described belowdays of such reduction, Borrower Borrowers, on a joint and several basis, shall pay to such party Lender such additional amount or amounts ("Capital Adequacy Charge") as will compensate such party Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming Lend▇▇ ▇▇▇iming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reductionpayment, the additional amount of the Capital Adequacy Charge or amounts to be paid to Agent or such Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party such Lender may use any reasonable averaging and attribution method, applied methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and on a non-discriminatory an equitable basis. Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent receives such prepayment of the Liabilities in full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and (b) Borrower terminates this Agreement; provided, however, that the foregoing any such Lender shall not in any way affect Borrower's obligation be entitled to pay the Capital Adequacy Charge set forth in any such Capital Adequacy Demandamounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.