Common use of Increased Risk-Based Capital Cost Clause in Contracts

Increased Risk-Based Capital Cost. If the amount of capital required or expected to be maintained by CB&T or any Person directly or indirectly owning or controlling CB&T (each a “Control Person”) shall be affected by: (i) the introduction or phasing in of any law, rule or regulation after the date hereof, (ii) any change after the date hereof in the interpretation of any existing law, rule or regulation by any central bank or United States or foreign governmental authority charged with the administration thereof, or compliance by CB&T or such Control Person with any directive, guideline or request from any central bank or United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof, and CB&T shall have determined that such introduction, phasing in, change or compliance shall have had or will thereafter have the effect of reducing (x) the rate of return on CB&T's or Control Person's capital, or (y) the asset value to CB&T or such Control Person of the Revolving Loans made or maintained by CB&T, in either case to a level below that which CB&T or such Control Person could have achieved or would thereafter be able to achieve on any then outstanding LIBOR Rate Borrowing but for such introduction, phasing in, change or compliance (after taking into account CB&T's or such Control Person's policies regarding capital), and such change is not given effect in the determination of the LIBOR Rate, then, within ten (10) days after demand by CB&T, Borrower shall pay to CB&T or such Control Person such additional amount or amounts as shall be sufficient to compensate CB&T or such Control Person, as the case may be, for such reduction actually suffered. A certificate of CB&T claiming compensation under this Section 3.3(b) and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be provided to Borrower at the time of any such demand. In determining such amount, CB&T may use any reasonable averaging and attribution methods. If CB&T demands compensation under this Section 3.3(b), Borrower may at any time, upon at least five Business Days’ prior notice to CB&T, prepay in full the then outstanding affected LIBOR Rate Borrowing, together with accrued interest thereon to the date of prepayment. Concurrently with prepaying such LIBOR Rate Borrowing, Borrower shall borrow a Prime Rate Borrowing, or a LIBOR Rate Borrowing not so affected, from CB&T in the principal amount equal to the principal amount of the LIBOR Rate Borrowings so prepaid, and CB&T shall make such Prime Rate Borrowing in such amount.

Increased Risk-Based Capital Cost. If the amount of capital required or expected to be maintained by CB&T any Lender or any Person directly or indirectly owning or controlling CB&T such Lender (each a “Control Person”) ), shall be affected by: (i) the introduction or phasing in of any law, rule or regulation after the date hereof, (ii) any change after the date hereof in the interpretation of any existing law, rule or regulation by any central bank or United States or foreign governmental authority charged with the administration thereof, or or (iii) compliance by CB&T such Lender or such Control Person with any directive, guideline or request from any central bank or United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof, and CB&T such Lender shall have reasonably determined that such introduction, phasing in, change or compliance shall have had or will thereafter have the effect of reducing (x) the rate of return on CB&T's such Lender’s or such Control Person's ’s capital, or (y) the asset value to CB&T such Lender or such Control Person of the Revolving Loans made or maintained by CB&Tsuch Lender, in either case to a level below that which CB&T such Lender or such Control Person could have achieved or would thereafter be able to achieve on any then outstanding LIBOR Rate Borrowing but for such introduction, phasing in, change or compliance (after taking into account CB&T's such Lender’s or such Control Person's ’s policies regarding capital), and in either case by an amount which such change is not given effect Lender in the determination of the LIBOR Rateits reasonable judgment deems material, then, within ten (10) days after promptly upon demand by CB&Tsuch Lender given concurrently to Agent and Borrower, Borrower shall pay to CB&T such Lender or such Control Person such additional amount or amounts as shall be sufficient to compensate CB&T such Lender or such Control Person, as the case may be, for such reduction actually sufferedreduction. A certificate Each Lender shall use its commercial best efforts to notify Agent and Borrower within 45 days of CB&T claiming compensation such Lender obtaining notice that amounts will be due under this Section 3.3(b) and setting forth 3.6; provided, however, any failure by any Lender to so notify Agent or Borrower, shall not limit or otherwise affect the additional amount or amounts obligations of Borrower hereunder to be paid to it hereunder and calculations therefor shall be provided to Borrower at the time of any pay such demand. In determining such amount, CB&T may use any reasonable averaging and attribution methods. If CB&T demands compensation under this Section 3.3(b), Borrower may at any time, upon at least five Business Days’ prior notice to CB&T, prepay in full the then outstanding affected LIBOR Rate Borrowing, together with accrued interest thereon to the date of prepayment. Concurrently with prepaying such LIBOR Rate Borrowing, Borrower shall borrow a Prime Rate Borrowing, or a LIBOR Rate Borrowing not so affected, from CB&T in the principal amount equal to the principal amount of the LIBOR Rate Borrowings so prepaid, and CB&T shall make such Prime Rate Borrowing in such amountamounts.

Increased Risk-Based Capital Cost. If the amount of capital required or expected to be maintained by CB&T any Lender or any Person directly or indirectly owning or controlling CB&T such Lender (each a “"Control Person”) "), shall be affected by: (i) the introduction or phasing in of any law, rule or regulation after the date hereof, (ii) any change after the date hereof in the interpretation of any existing law, rule or regulation by any central bank or United States or foreign governmental authority charged with the administration thereof, or or (iii) compliance by CB&T such Lender or such Control Person with any directive, guideline or request from any central bank or United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof, and CB&T such Lender shall have reasonably determined that such introduction, phasing in, change or compliance shall have had or will thereafter have the effect of reducing (x) the rate of return on CB&Tsuch Lender's or such Control Person's capital, or (y) the asset value to CB&T such Lender or such Control Person of the Revolving Loans made or maintained by CB&Tsuch Lender, in either case to a level below that which CB&T such Lender or such Control Person could have achieved or would thereafter be able to achieve on any then outstanding LIBOR Rate Borrowing but for such introduction, phasing in, change or compliance (after taking into account CB&Tsuch Lender's or such Control Person's policies regarding capital), and in either case by an amount which such change is not given effect Lender in the determination of the LIBOR Rateits reasonable judgment deems material, then, within ten (10) days after promptly upon demand by CB&Tsuch Lender given concurrently to Agent and Borrower, Borrower shall pay to CB&T such Lender or such Control Person such additional amount or amounts as shall be sufficient to compensate CB&T such Lender or such Control Person, as the case may be, for such reduction actually sufferedreduction. A certificate Each Lender shall use its commercial best efforts to notify Agent and Borrower within 45 days of CB&T claiming compensation such Lender obtaining notice that amounts will be due under this Section 3.3(b) and setting forth 3.6; provided, however, any failure by any Lender to so notify Agent or Borrower, shall not limit or otherwise affect the additional amount or amounts obligations of Borrower hereunder to be paid to it hereunder and calculations therefor shall be provided to Borrower at the time of any pay such demand. In determining such amount, CB&T may use any reasonable averaging and attribution methods. If CB&T demands compensation under this Section 3.3(b), Borrower may at any time, upon at least five Business Days’ prior notice to CB&T, prepay in full the then outstanding affected LIBOR Rate Borrowing, together with accrued interest thereon to the date of prepayment. Concurrently with prepaying such LIBOR Rate Borrowing, Borrower shall borrow a Prime Rate Borrowing, or a LIBOR Rate Borrowing not so affected, from CB&T in the principal amount equal to the principal amount of the LIBOR Rate Borrowings so prepaid, and CB&T shall make such Prime Rate Borrowing in such amountamounts.

Increased Risk-Based Capital Cost. (a) If the amount of capital required or expected to be maintained by CB&T any Lender or any Person directly or indirectly owning or controlling CB&T such Lender (each a “Control Person”) ), shall be affected by: (ib) the introduction or phasing in of any law, rule or regulation after the date hereof,; (iic) any change after the date hereof in the interpretation of any existing law, rule or regulation by any central bank or United States or foreign governmental authority charged with the administration thereof, or ; or (d) compliance by CB&T such Lender or such Control Person with any directive, guideline or request from any central bank or United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof, and CB&T such Lender shall have reasonably determined that such introduction, phasing in, change or compliance shall have had or will thereafter have the effect of reducing (xi) the rate of return on CB&T's such Lender’s or such Control Person's ’s capital, or (yii) the asset value to CB&T such Lender or such Control Person of the Revolving Loans made or maintained by CB&Tsuch Lender, in either case to a level below that which CB&T such Lender or such Control Person could have achieved or would thereafter be able to achieve on any then outstanding LIBOR Rate Borrowing but for such introduction, phasing in, change or compliance (after taking into account CB&T's such Lender’s or such Control Person's ’s policies regarding capital), and such change is not given effect in the determination of the LIBOR Rateeither case by an amount which Administrative Agent in its reasonable judgment deems material, then, within ten (10) days after on demand by CB&Tsuch Lender, Borrower shall pay to CB&T such Lender or such Control Person such additional amount or amounts as shall be sufficient to compensate CB&T such Lender or such Control Person, as the case may be, for such reduction actually suffered. A certificate of CB&T claiming compensation under this Section 3.3(b) and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be provided to Borrower at the time of any such demand. In determining such amount, CB&T may use any reasonable averaging and attribution methods. If CB&T demands compensation under this Section 3.3(b), Borrower may at any time, upon at least five Business Days’ prior notice to CB&T, prepay in full the then outstanding affected LIBOR Rate Borrowing, together with accrued interest thereon to the date of prepayment. Concurrently with prepaying such LIBOR Rate Borrowing, Borrower shall borrow a Prime Rate Borrowing, or a LIBOR Rate Borrowing not so affected, from CB&T in the principal amount equal to the principal amount of the LIBOR Rate Borrowings so prepaid, and CB&T shall make such Prime Rate Borrowing in such amountreduction.

Increased Risk-Based Capital Cost. If the amount of capital required or expected to be maintained by CB&T any Lender or any Person directly or indirectly owning or controlling CB&T such Lender (each a “"Control Person”) "), shall be affected by: (i) the introduction or phasing in of any law, rule or regulation after the date hereof, (ii) any change after the date hereof in the interpretation of any existing law, rule or regulation by any central bank or United States or foreign governmental authority charged with the administration thereof, or or (iii) compliance by CB&T such Lender or such Control Person with any directive, guideline or request from any central bank or United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof, and CB&T such Lender shall have reasonably determined that such introduction, phasing in, change or compliance shall have had or will thereafter have the effect of reducing (x) the rate of return on CB&Tsuch Lender's or such Control Person's capital, or (y) the asset value to CB&T such Lender or such Control Person of the Revolving Loans made or maintained by CB&Tsuch Lender, in either case to a level below that which CB&T such Lender or such Control Person could have achieved or would thereafter be able to achieve on any then outstanding LIBOR Rate Borrowing but for such introduction, phasing in, change or compliance (after taking into account CB&Tsuch Lender's or such Control Person's policies regarding capital), and in either case by an amount which such change is not given effect Lender in the determination of the LIBOR Rateits reasonable judgment deems material, then, within ten (10) days after promptly upon demand by CB&Tsuch Lender given concurrently to Agent and Borrower, Borrower shall pay to CB&T such Lender or such Control Person such additional amount or amounts as shall be sufficient to compensate CB&T such Lender or such Control Person, as the case may be, for such reduction actually sufferedreduction. A certificate Each Lender shall use its commercial best efforts to notify Agent and Borrower within 45 days of CB&T claiming compensation such Lender obtaining notice that amounts will be due under this Section 3.3(b) and setting forth 3.6; PROVIDED, HOWEVER, any failure by any Lender to so notify Agent or Borrower, shall not limit or otherwise affect the additional amount or amounts obligations of Borrower hereunder to be paid to it hereunder and calculations therefor shall be provided to Borrower at the time of any pay such demand. In determining such amount, CB&T may use any reasonable averaging and attribution methods. If CB&T demands compensation under this Section 3.3(b), Borrower may at any time, upon at least five Business Days’ prior notice to CB&T, prepay in full the then outstanding affected LIBOR Rate Borrowing, together with accrued interest thereon to the date of prepayment. Concurrently with prepaying such LIBOR Rate Borrowing, Borrower shall borrow a Prime Rate Borrowing, or a LIBOR Rate Borrowing not so affected, from CB&T in the principal amount equal to the principal amount of the LIBOR Rate Borrowings so prepaid, and CB&T shall make such Prime Rate Borrowing in such amountamounts.