Common use of Changes in Capital Adequacy Regulations Clause in Contracts

Changes in Capital Adequacy Regulations. If a Lender or a LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer, or any corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (i) a Change in Law or (ii) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of demand by such Lender or such LC Issuer, the Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable; provided that such demand is made within 270 days after the occurrence of any such Change in Law or change in Risk-Based Capital Guidelines, as applicable; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or a the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such the LC Issuer, any Lending Installation of such Lender or such the LC Issuer, or any corporation or holding company controlling such Lender or such the LC Issuer is increased as a result of (i) a Change in Law or (ii) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of demand by such Lender or such the LC Issuer, the Borrowers Borrower shall pay such Lender or such the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such the LC Issuer reasonably determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or such the LC Issuer’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable; provided provided, however, that the Borrower shall not be required to compensate any Lender or the LC Issuer for any such shortfall suffered more than nine months prior to the date that such Lender or LC Issuer makes the aforesaid demand is made within 270 days after the occurrence of any such Change in Law or change in Risk-Based Capital Guidelines, as applicable; provided further, (except that if the Change in Law or the change in Risk-Based Capital Guidelines, as applicable, Guidelines giving rise to such shortfall is retroactive, then the 270such nine-day month period referred to above shall be extended to include the period of retroactive effect thereof).

Changes in Capital Adequacy Regulations. If a Lender or a LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC IssuerLender, or any corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (ia) a Change in Law or (iib) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of after demand by such Lender or such LC IssuerLender, the Borrowers Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure outstanding Revolving Loans or its Commitment to make Loans and issue or participate in Facility LCsRevolving Loans, as the case may be, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that such demand is made within the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days after prior to the occurrence date that such Lender notifies the Borrower of any such the Change in Law or change in the Risk-Based Capital Guidelines, as applicableGuidelines giving rise to such shortfall and of such Lender’s intention to claim compensation therefor; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, Guidelines giving rise to such shortfall is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or a the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such the LC Issuer, any Lending Installation of such Lender or such the LC Issuer, or any corporation or holding company controlling such Lender or such the LC Issuer is increased as a result of (ia) a Change in Law or (iib) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of demand by such Lender or such the LC Issuer, the Borrowers shall pay such Lender or such the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such the LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCsLetters of Credit, as the case may be, hereunder (after taking into account such Lender’s or such the LC Issuer’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of any Lender or LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender or LC Issuer’s right to demand such compensation; provided that the Borrowers shall not be required to pay any amount to compensate any Lender or LC Issuer pursuant to the foregoing provisions of this Section 7.2 for any shortfall in the rate of return suffered more than nine months prior to the date that such demand is made within 270 days after Lender or such LC Issuer, as the occurrence case may be, notifies the Company of any such the Change in Law giving rise to such shortfall and of such Lender’s or change in Risk-Based Capital Guidelinessuch LC Issuer’s intention to claim compensation (except that, as applicable; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, giving rise to such shortfall is retroactive, then the 270nine-day month period referred to above shall be extended to include the period of retroactive effect thereof.effect). 7.3

Changes in Capital Adequacy Regulations. If a Lender or a any LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer, Issuer or any corporation or holding company controlling such Lender or such LC Issuer is increased by a material amount as a result of (i) a Change in Law Law, but excluding any adoption, change or interpretation or administration or compliance with respect to taxes and amounts relating thereto (ii) any change after the date of this Agreement in the Risk-Based Capital Guidelinespayment with respect to which shall be governed solely and exclusively by Section 3.5), then, within fifteen (15) 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or such LC Issuer, the Borrowers Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may beapplicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy adequacy); provided, that any such determination shall be made in good faith (and not on an arbitrary or liquiditycapricious basis), in each case that is attributable using allocation and attribution methods which are reasonable, and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable; provided that such demand is made within 270 days after the occurrence of any such Change in Law or change in Risk-Based Capital Guidelines, as applicable; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereofrelevant.

Changes in Capital Adequacy Regulations. If a any Lender or a LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer, or any corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (i) a Change in Law regarding capital requirements has or (ii) any change after would have the date effect of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of demand by such Lender or such LC Issuer, the Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in reducing the rate of return on such Lender’s or LC Issuer’s capital or on the portion capital of such increased capital Lender’s or liquidity LC Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made or maintained by, or participations in Facility LCs held by, such Lender, or the Facility LCs issued by such LC Issuer, to a level below that which such Lender or such LC Issuer determines is attributable or such Lender’s or LC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuer’s policies and the policies of such Lender’s or LC Issuer’s holding company with respect to this Agreementcapital adequacy), its Outstanding Credit Exposure then from time to time the Borrower will pay to such Lender or its Commitment to make Loans and issue or participate in Facility LCsLC Issuer, as the case may be, hereunder (after taking into account such additional amount or amounts as will compensate such Lender or LC Issuer or such Lender’s or such LC Issuer’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable; provided that such demand is made within 270 days after the occurrence of holding company for any such Change reduction suffered. The Borrower shall not be required to compensate any Lender pursuant to this paragraph for any amounts incurred more than 90 days prior to the date such Lender notifies the Borrower in Law or change in Risk-Based Capital Guidelineswriting of such Lender’s intention to claim compensation therefor; provided, as applicable; provided furtherhowever, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, is retroactivecircumstances giving rise to such claim have a retroactive effect, then the 270such 90-day period referred to above shall be extended to include the period of such retroactive effect thereofeffect.

Changes in Capital Adequacy Regulations. If a Lender or a the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such the LC Issuer, any Lending Installation of such Lender or such the LC Issuer, or any corporation or holding company controlling such Lender or such the LC Issuer is increased as a result of (i) a Change in Law or (ii) any change after the date of this Agreement in the Risk-Based Capital GuidelinesLaw, then, within fifteen (15) 15 days of demand by such Lender or such the LC Issuer, the Borrowers applicable Borrower shall pay such Lender or such the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such the LC Issuer determines is attributable to this Agreement, its Outstanding Revolving Credit Exposure Exposure, its Term Loans or Revolving Loan Commitment or Term Loan Commitment or its Commitment commitment to make Loans and issue or participate in Facility LCs, LCs as the case may be, hereunder (after taking into account such Lender’s or such the LC Issuer’s policies as to capital adequacy and liquidity) (which determination shall be made in good faith (and not on an arbitrary or liquidity)capricious basis) and consistent with similarly situated customers of the applicable Lender, in each case that is attributable the LC Issuer or such other recipient under agreements having provisions similar to this Section 3.2 after consideration of such Change in Law factors as such Lender, the LC Issuer or change in the Risk-Based Capital Guidelines, as applicablesuch other recipient then reasonably determines to be relevant; provided that none of the Agent, such demand is made within 270 days after Lender or the occurrence of any such Change in Law or change in Risk-Based Capital Guidelines, as applicable; provided further, that if the Change in Law or change in Risk-Based Capital GuidelinesLC Issuer, as applicable, is retroactive, then the 270-day period referred to above shall be extended required to include the period of retroactive effect thereofdisclose any confidential or proprietary information in connection therewith).

Changes in Capital Adequacy Regulations. If a Lender or a LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC IssuerLender, or any corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (i) a Change in Law or (ii) any change on or after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of after demand by such Lender or such LC IssuerLender, the Borrowers Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCsLoans, as the case may be, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that such demand is made within the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days after prior to the occurrence date that such Lender notifies the Borrower of any such the Change in Law or change in the Risk-Based Capital Guidelines, as applicableGuidelines giving rise to such shortfall and of such Lender’s intention to claim compensation therefor; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, Guidelines giving rise to such shortfall is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Changes in Capital Adequacy Regulations. If a any Issuer, the Swingline Lender or a LC Issuer another Lender determines that the amount of capital or liquidity required or expected to be maintained by such Issuer, the Swingline Lender or such LC IssuerLender, any Lending Installation of such Lender or any corporation controlling such LC Issuer, or any corporation or holding company controlling such the Swingline Lender or such LC Issuer Lender is increased as a result of (i) a Change in Law or (ii) any change after the date of this Agreement in the Risk-Based Capital GuidelinesLaw, then, within fifteen (15) 15 days of after demand by such Issuer, the Swingline Lender or such LC Lender, the applicable Borrower shall pay such Issuer, the Borrowers shall pay such Swingline Lender or such LC Issuer Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Issuer, the Swingline Lender or such LC Issuer Lender determines is attributable to this Agreement, its Outstanding Loans or Letters of Credit Exposure outstanding hereunder (or participations therein) or its Commitment to make Loans and or to issue or participate in Facility LCs, as the case may be, Letters of Credit hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy or liquidityadequacy), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable; provided that a certificate setting forth such demand is made within 270 days after the occurrence of any such Change in Law amount or change in Risk-Based Capital Guidelines, amounts as applicable; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, is retroactive, then the 270-day period referred to above shall be extended necessary to include compensate such Lender as specified above, and containing an explanation in reasonable detail of the period of retroactive effect thereofmanner in which such amount or amounts shall have been determined, shall have been delivered to the Borrowers and shall be conclusive absent manifest error.

Changes in Capital Adequacy Regulations. If a Lender or a LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC IssuerLender, or any corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (ia) a Change in Law or (iib) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of after demand by such Lender or such LC IssuerLender, the Borrowers Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure outstanding Revolving Loans or its Commitment to make Loans and issue or participate in Facility LCsRevolving Loans, as the case may be, hereunder (after taking into account such Lender’s or such LC IssuerXxxxxx’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that such demand is made within the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days after prior to the occurrence date that such Lender notifies the Borrower of any such the Change in Law or change in the Risk-Based Capital Guidelines, as applicableGuidelines giving rise to such shortfall and of such Xxxxxx’s intention to claim compensation therefor; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, Guidelines giving rise to such shortfall is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or a the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or such the LC Issuer, any Lending Installation of such Lender or such the LC Issuer, or any corporation or holding company controlling such Lender or such the LC Issuer is increased as a result of (i) a Change in Law or (ii) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of demand by such Lender or such the LC Issuer, the Borrowers Borrower shall pay such Lender or such the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such the LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or such the LC Issuer’s policies as to capital adequacy or liquidityadequacy), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable; provided . The Borrower will not be required to compensate a Lender or the LC Issuer pursuant to the foregoing provisions of this Section 3.2 for any increased capital requirement suffered more than nine (9) months prior to the date that such demand is made within 270 days after Lender or the occurrence LC Issuer, as the case may be, notifies the Borrower of any such the Change in Law or change in Risk-Based Capital GuidelinesGuidelines giving rise to such increased capital requirement and of such Lender’s or the LC Issuer’s intention to claim compensation therefor (except that, as applicable; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, Guidelines giving rise to such increased capital requirement is retroactive, then the 270-day such nine (9) month period referred to above shall will be extended to include the period of retroactive effect thereof).

Changes in Capital Adequacy Regulations. If a Lender Bank or a the LC Issuer determines reasonably that the amount of capital or liquidity required or expected to be maintained by such Lender Bank or such the LC Issuer, any Lending Installation of such Lender Bank or such the LC Issuer, or any corporation or holding company controlling such Lender Bank or such the LC Issuer is increased as a result of (i) a Change in Law that occurs after the date of this Agreement or (ii) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of demand by such Lender Bank or such LC Issuer, the Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any may notify Overstock that such events or conditions have occurred that may result in a shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender Bank or such the LC Issuer determines reasonably is attributable to this Agreement, its Outstanding Credit Revolving Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may bemay, hereunder (after taking into account such LenderBank’s or such the LC Issuer’s policies as to capital adequacy or liquidityliquidity (the “Event Notice”). Once the amount necessary to compensate such Bank or the LC Issuer for the shortfall in the rate of return is determined, such Bank or the LC Issuer may give notice thereof (a “Payment Notice”), in each case that is attributable to and within thirty (30) days of the Payment Notice, Overstock shall pay such Change in Law Bank or change the LC Issuer such additional amount or amounts as will compensate such Bank for the such shortfall in the Risk-Based Capital Guidelines, as applicable; provided rate of return. Overstock shall not be required to compensate Banks pursuant to this Section 1.29 for any shortfall in the rate of return suffered prior to the date that the Bank or the LC Issuer sends the Event Notice. The method of determining any amount payable to a Bank under this Section 1.29 shall be substantially similar to the method used by such demand is made within 270 days after Bank or the occurrence LC Issuer in implementing similar provisions for similarly situated borrowers and extensions of credit. The Bank or the LC Issuer shall provide to Overstock a statement of the amount and basis of calculation of any such Change shortfall in Law or change in Risk-Based Capital Guidelines, as applicable; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, is retroactive, then the 270-day period referred to above shall be extended to include the period rate of retroactive effect thereofreturn.

Changes in Capital Adequacy Regulations. If a any Issuer, the Swingline Lender or a LC Issuer another Lender determines that the amount of capital or liquidity required or expected to be maintained by such Issuer, the Swingline Lender or such LC IssuerLender, any Lending Installation of such Lender or any corporation controlling such LC Issuer, or any corporation or holding company controlling such the Swingline Lender or such LC Issuer Lender is increased as a result of (i) a Change in Law or (ii) any change after the date of this Agreement in the Risk-Based Capital GuidelinesLaw, then, within fifteen (15) 15 days of demand by such Issuer, the Swingline Lender or such LC Lender, the applicable Borrower (or, if the amount payable is not attributable or allocable to a particular Borrower, PHI) shall pay such Issuer, the Borrowers shall pay such Swingline Lender or such LC Issuer Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Issuer, the Swingline Lender or such LC Issuer Lender determines is attributable to this Agreement, its Outstanding Loans or Letters of Credit Exposure outstanding hereunder (or participations therein) or its Commitment to make Loans and or to issue or participate in Facility LCs, as the case may be, Letters of Credit hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy or liquidityadequacy), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable; provided that a certificate setting forth such demand is made within 270 days after the occurrence of any such Change in Law amount or change in Risk-Based Capital Guidelines, amounts as applicable; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines, as applicable, is retroactive, then the 270-day period referred to above shall be extended necessary to include compensate such Lender as specified above, and containing an explanation in reasonable detail of the period of retroactive effect thereofmanner in which such amount or amounts shall have been determined, shall have been delivered to the Borrowers and shall be conclusive absent manifest error.

Changes in Capital Adequacy Regulations. If a Lender or a any LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, such LC Issuer, any Lending Installation of such Lender or such LC Issuer, or any corporation or holding company controlling such Lender or such LC Issuer Issuer, is increased as a result of (i) a Change in Law or (ii) any change after the date of this Agreement in the Risk-Based Capital GuidelinesChange, then, within fifteen (15) days of demand by such Lender Lender, or such LC Issuer, the Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy or liquidityadequacy); provided, in each case that is attributable the Borrowers shall not be required to pay to such Lender or LC Issuer such additional amounts under this Section for any amount incurred as a result of such Change in Law or change in more than 90 days prior to the Risk-Based Capital Guidelines, as applicable; provided date that such demand is made within 270 days after Lender or LC Issuer notifies the occurrence Company in writing of any such Change in Law and of such Lender’s or change in Risk-Based Capital GuidelinesLC Issuer’s intention to claim compensation therefor; provided, as applicable; provided further, that if the such Change in Law or change in Risk-Based Capital Guidelines, as applicable, giving rise to such amounts is retroactive, then the 270retroactive such 90-day period referred to above shall be extended to include the period of retroactive effect thereof.effect. “Change” means (i) any change after the Closing Date in the Risk-Based