Common use of Regulatory Changes in Capital Requirements Clause in Contracts

Regulatory Changes in Capital Requirements. If the Bank shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or any lending office of the Bank) or the Bank's holding company, if any, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Bank's capital or on the capital of the Bank's holding company as a consequence of this Agreement, the Commitment, Letters of Credit or Loans made by the Bank pursuant hereto to a level below that which the Bank or its holding company would have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies and the policies of the Bank's holding company with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time CLTL shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such additional amount or amounts as will compensate the Bank or its holding company for any such reduction suffered, which amount, if not paid within such period of five (5) Business Days, shall bear interest from the date due until payment in full thereof at the Default Rate. The Bank will notify CLTL of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section within 90 days after the date of such occurrence or the date from which the Bank requests additional compensation, whichever is later. A certificate of the Bank setting forth in detail such amount or amounts as shall be necessary to compensate the Bank or its holding company as specified above shall be delivered to CLTL and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Section. Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of the Bank's right to demand compensation with respect to any other period.

Regulatory Changes in Capital Requirements. If the Bank shall have ------------------------------------------ determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or any lending office of the Bank) or the Bank's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency which is generally applicable to banks comparable to Bank, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Bank's capital or on the capital of the Bank's holding company company, as a consequence of this Agreement, the Commitment, Advances, Letters of Credit or Loans the Loan made by the Bank pursuant hereto hereto, to a level below that which the Bank or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies and the policies of the Bank's holding company with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time CLTL Borrowers shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, Bank such additional amount or amounts as will compensate the Bank or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due until payment in full thereof at the Default Raterate provided in Paragraph 2.5(a)(ii) hereof with respect to amounts not paid when due. The Bank will notify CLTL Borrowers of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section within 90 days Paragraph 2.12 as promptly as practicable after the date of it obtains knowledge thereof and determines to request such occurrence or the date from which the Bank requests additional compensation, whichever is later. A certificate of the Bank setting forth in detail such amount or amounts as shall be necessary to compensate the Bank or its holding company as specified above and describing the calculation of such amount shall be delivered to CLTL Borrowers and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL , if calculated and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder charged in a manner consistent with similar charges made by Bank to its other customers having similar arrangements with Bank. Borrowers shall pay Bank the manner in which it shall apply and calculate similar compensation payable to it amount shown as due on any such certificate delivered by other borrowers having provisions in their credit agreements comparable to this SectionBank within ten (10) days after its receipt of the same. Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction reductions in return on capital with respect to any period shall not constitute a waiver of the Bank's right to demand compensation with respect to any other periodperiod except as otherwise limited by the terms of this Paragraph 2.12.

Regulatory Changes in Capital Requirements. If the Bank any Lender shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender (or any lending office or bank Affiliate of the Banksuch Lender) or the Banksuch Lender's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Banksuch Lender's capital or on the capital of the Banksuch Lender's bank Affiliate or holding company (if any) as a consequence of this Agreement, the Commitment, Letters of Credit Commitment or Loans the Loan made by the Bank such Lender pursuant hereto to a level below that which the Bank such Lender or its holding company would or such bank Affiliate of such Lender could have achieved achieved, but for such adoption, effectiveness, change or compliance (taking into consideration the Banksuch Lender's policies and the policies of the Banksuch Lender's bank Affiliate or holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender to be material, then from time to time CLTL Borrowers shall pay to the Bank, within five (5) Business Days after receiving the Bank's such Lender on demand therefor and the certificate referred to below, as set forth below such additional amount or amounts as will compensate the Bank such Lender or its bank Affiliate or holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Paragraph 2.6(b)(ii) hereof with respect to amounts not paid when due. The Bank Such Lender will notify CLTL Borrowers of any event occurring after the date of this Agreement that will entitle the Bank such Lender to compensation pursuant to this Section Paragraph 2.15 as promptly as practicable within 90 ninety (90) days after the date of such occurrence or the date from which the Bank requests additional compensation, whichever is laterit obtains knowledge thereof. A certificate of the Bank such Lender setting forth in detail such amount or amounts as shall be necessary to compensate the Bank such Lender or its holding company as specified above shall be delivered to CLTL Borrowers and shall be conclusive absent manifest error. For purposes Borrowers shall pay such Lender the amount shown as due on any such certificate delivered by such Lender within ten (10) days after its receipt of the application of this Section to CLTL and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank same. The Lenders shall determine the applicability of this provision to CLTL of, and calculate the amount payable to the Bank hereunder in a manner due under, this Paragraph 2.15 consistent with the manner in which it shall they apply similar provisions and calculate similar compensation amounts payable to it them by other borrowers having provisions in their credit agreements provisions comparable to this SectionParagraph 2.15. Failure on the part of the Bank any Lender to demand compensation for increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of the Banksuch Lender's right to demand compensation with respect to any other period.

Regulatory Changes in Capital Requirements. If the Bank any Lender shall ------------------------------------------ have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank Lender or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender (or any lending office of the Banksuch Lender) or the Banksuch Lender's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Banksuch Lender's capital or on the capital of the Banksuch Lender's holding company company, as a consequence of this Agreement, the Revolving Credit Commitment, Letters of Credit Advances or the Loans made by the Bank pursuant hereto to a level below that which the Bank such Lender or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the Banksuch Lender's policies and the policies of the Banksuch Lender's holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender to be material, then from time to time CLTL Borrower shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such Lender such additional amount or amounts as will compensate the Bank such Lender or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Paragraph 2.6(a)(ii) hereof with respect to amounts not paid when due. The Bank Such Lender will notify CLTL Borrower of any event occurring after the date of this Agreement that will entitle the Bank such Lender to compensation pursuant to this Section within 90 days Paragraph 2.14, including a description in reasonable detail of the nature of such event and the amount of such compensation, as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and such compensation shall not be charged for any period more than three (3) months prior to the date of such occurrence or the date from which the Bank requests additional compensation, whichever is laternotice. A certificate of the Bank such Lender setting forth in detail such amount or amounts as shall be necessary to compensate the Bank such Lender or its holding company as specified above shall be delivered to CLTL Borrower and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL , if calculated and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder charged in a manner consistent with similar charges made by such Lender to its other customers having similar arrangements with such Lender. Borrower shall pay such Lender the manner in which it shall apply and calculate similar compensation payable to it amount shown as due on any such certificate delivered by other borrowers having provisions in their credit agreements comparable to this Sectionsuch Lender within ten (10) days after its receipt of the same. Failure on the part of the Bank any Lender to demand compensation for increased costs or reduction in amounts received or receivable or reduction reductions in return on capital with respect to any period shall not constitute a waiver of the Banksuch Lender's right to demand compensation with respect to any other periodperiod except as otherwise limited by the terms of this Paragraph 2.14.

Regulatory Changes in Capital Requirements. If the Bank shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or any lending office of the Bank) or the Bank's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency which is generally applicable to banks comparable to Bank, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Bank's capital or on the capital of the Bank's holding company company, as a consequence of this Agreement, the Commitment, Advances, Letters of Credit or Loans the Loan made by the Bank pursuant hereto hereto, to a level below that which the Bank or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies and the policies of the Bank's holding company with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time CLTL Borrowers shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, Bank such additional amount or amounts as will compensate the Bank or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due until payment in full thereof at the Default Raterate provided in Paragraph 2.5(a)(ii) hereof with respect to amounts not paid when due. The Bank will notify CLTL Borrowers of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section within 90 Paragraph 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and such compensation shall not be charged for any period more than ninety (90) days after prior to the date of such occurrence or the date from which the Bank requests additional compensation, whichever is laternotice. A certificate of the Bank setting forth in detail such amount or amounts as shall be necessary to compensate the Bank or its holding company as specified above and describing the calculation of such amount shall be delivered to CLTL Borrowers and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL , if calculated and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder charged in a manner consistent with similar charges made by Bank to its other customers having similar arrangements with Bank. Borrowers shall pay Bank the manner in which it shall apply and calculate similar compensation payable to it amount shown as due on any such certificate delivered by other borrowers having provisions in their credit agreements comparable to this SectionBank within ten (10) days after its receipt of the same. Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction reductions in return on capital with respect to any period shall not constitute a waiver of the Bank's right to demand compensation with respect to any other periodperiod except as otherwise limited by the terms of this Paragraph 2.12.

Regulatory Changes in Capital Requirements. If the Bank any Lender or Holder shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank lender or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender or Holder (or any lending office of the Banksuch Lender or Holder) or the Bank's such Lender’s or Holder’s holding company, if any, company with any industry wide request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank lender or comparable agency, (i) has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Bank's such Lender’s or Holder’s capital or on the capital of the Bank's such Lender’s or Holder’s holding company company, if any, as a consequence of this Agreement, the Commitment, Letters of Credit or Loans made by the Bank pursuant hereto to a level below that which the Bank such Lender, Holder or its their holding company would could have achieved on the portion of the Loans made by such Lender or Holder pursuant hereto but for such adoption, change or compliance (taking into consideration the Bank's such Lender’s or Holder’s policies and the policies of the Bank's such Lender’s or Holder’s holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender or Holder to be materialmaterial or (ii) would subject any Lender or Holder to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then from time to time CLTL Borrowers shall pay to such Lender or Holder within thirty (30) days of receiving written demand, including evidence reasonably satisfactory to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred Borrowers of such additional amounts or Taxes attributable to belowthis Agreement, such additional amount or amounts as will compensate the Bank such Lender, Holder or its their holding company for any such reduction suffered, which amount, if not paid within or Taxes suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Section 2.6 with respect to amounts not paid when due. The Bank Agent will notify CLTL Borrowers of any event occurring after the date of this Agreement that will entitle the Bank a Lender or Holder to compensation pursuant to this Section within 90 days 2.10(a) as promptly as practicable after the date of it obtains knowledge thereof and determines to request such occurrence or the date from which the Bank requests additional compensation, whichever is later. A certificate of the Bank setting forth in detail such amount or amounts as shall be necessary to compensate the Bank or its holding company as specified above shall be delivered to CLTL and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Section. Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of the Bank's right to demand compensation with respect to any other period.

Regulatory Changes in Capital Requirements. If the Bank any Lender shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender (or any lending office of the Banksuch Lender) or the Banksuch Lender's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Banksuch Lender's capital or on the capital of the Banksuch Lender's holding company company, if any, as a consequence of this Agreement, the Commitment, Letters of Credit Advances or Loans the Loan made by the Bank such Lender pursuant hereto to a level below that which the Bank such Lender or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the Banksuch Lender's policies and the policies of the Banksuch Lender's holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender to be material, then from time to time CLTL Borrower shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such Lender such additional amount or amounts as will compensate the Bank such Lender or its holding company for any such reduction sufferedsuffered from the effective date of any such event, which amount, if not paid within together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Section 2.6(a)(ii) hereof with respect to amounts not paid when due. The Bank Such Lender will notify CLTL Borrower of any event occurring after the date of this Agreement that will entitle the Bank Lender to compensation pursuant to this Section within 90 days 2.15 as promptly as practicable after the date of it obtains knowledge thereof and determines to request such occurrence or the date from which the Bank requests additional compensation, whichever is later. A certificate of the Bank such Lender setting forth in detail such amount or amounts as shall be necessary to compensate the Bank such Lender or its holding company as specified above shall be delivered to CLTL Borrower and shall be conclusive absent manifest error. For purposes Borrower shall pay such Lender the amount shown as due on any such certificate delivered by such Lender within three (3) Business Days after its receipt of the application of this Section to CLTL and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Sectionsame. Failure on the part of the Bank any Lender to demand compensation for increased costs or reduction in amounts received or receivable or reduction reductions in return on capital with respect to any period shall not constitute a waiver of the Banksuch Lender's right to demand compensation with respect to such period or any other period; provided, that in no event shall such Lender request compensation for periods in excess of six (6) months retroactively from the date of any demand.

Regulatory Changes in Capital Requirements. If the Bank any Lender shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank Lender or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender (or any lending office of the Banksuch Lender) or the Banksuch Lender's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Banksuch Lender's capital or on the capital of the Banksuch Lender's holding company company, as a consequence of this Agreement, the Revolving Credit Commitment, Letters of Credit Advances or the Loans made by the Bank pursuant hereto to a level below that which the Bank such Lender or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the Banksuch Lender's policies and the policies of the Banksuch Lender's holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender to be material, then from time to time CLTL Borrower shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such Lender such additional amount or amounts as will compensate the Bank such Lender or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Paragraph 2.6(a)(ii) hereof with respect to amounts not paid when due. The Bank Such Lender will notify CLTL Borrower of any event occurring after the date of this Agreement that will entitle the Bank such Lender to compensation pursuant to this Section within 90 days Paragraph 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and such compensation shall not be charged for any period more than three (3) months prior to the date of such occurrence or the date from which the Bank requests additional compensation, whichever is laternotice. A certificate of the Bank such Lender setting forth in detail such amount or amounts as shall be necessary to compensate the Bank such Lender or its holding company as specified above shall be delivered to CLTL Borrower and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL , if calculated and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder charged in a manner consistent with similar charges made by such Lender to its other customers having similar arrangements with such Lender. Borrower shall pay such Lender the manner in which it shall apply and calculate similar compensation payable to it amount shown as due on any such certificate delivered by other borrowers having provisions in their credit agreements comparable to this Sectionsuch Lender within ten (10) days after its receipt of the same. Failure on the part of the Bank any Lender to demand compensation for increased costs or reduction in amounts received or receivable or reduction reductions in return on capital with respect to any period shall not constitute a waiver of the Banksuch Lender's right to demand compensation with respect to any other periodperiod except as otherwise limited by the terms of this Paragraph 2.14.

Regulatory Changes in Capital Requirements. (a) If the Bank Lender shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency or other Governmental Authority charged with the interpretation or administration thereof, or compliance by the Bank Lender (or any lending office of the BankLender) or the BankLender's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency which is generally applicable to banks comparable to Lender, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the BankLender's capital or on the capital of the BankLender's holding company company, as a consequence of this Agreement, the Commitment, Letters Loans or the Letter of Credit or Loans made by the Bank pursuant hereto Accommodations, to a level below that which the Bank Lender or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the BankLender's policies and the policies of the BankLender's holding company with respect to capital adequacy) by an amount deemed by the Bank Lender to be material, then from time to time CLTL Borrowers shall pay to the Bank, within five Lender (5or at its option Lender may charge any loan account of Borrowers) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such additional amount or amounts as will compensate the Bank Lender or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due until payment in full thereof at the Default then applicable Interest Rate. The Bank Lender will notify CLTL xXXxX*s of any event occurring after the date of this Agreement that will entitle the Bank Lender to compensation pursuant to this Section within 90 3.3 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and such compensation shall not be charged for any period more than ninety (90) days after prior to the date of such occurrence or the date from which the Bank requests additional compensation, whichever is later. A certificate of the Bank setting forth in detail such amount or amounts as shall be necessary to compensate the Bank or its holding company as specified above shall be delivered to CLTL and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Section. Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of the Bank's right to demand compensation with respect to any other periodnotice.

Regulatory Changes in Capital Requirements. If the any Bank shall ------------------------------------------ have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the such Bank (or any lending office of the such Bank) or the such Bank's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the such Bank's capital or on the capital of the such Bank's holding company company, as a consequence of this Agreement, the Commitment, Letters of Credit Advances or Loans the Loan made by the such Bank pursuant hereto to a level below that which the such Bank or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the such Bank's policies and the policies of the such Bank's holding company with respect to capital adequacy) by an amount deemed by the such Bank to be material, then from time to time CLTL Borrower shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such Bank such additional amount or amounts as will compensate the such Bank or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Paragraph 2.6(b)(ii) hereof with respect to amounts not paid when due. The Such Bank will notify CLTL Borrower of any event occurring after the date of this Agreement that will entitle the such Bank to compensation pursuant to this Section within 90 days Paragraph 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and such compensation shall not be charged for any period more than three (3) months prior to the date of such occurrence or the date from which the Bank requests additional compensation, whichever is laternotice. A certificate of the such Bank setting forth in detail such amount or amounts as shall be necessary to compensate the such Bank or its holding company as specified above shall be delivered to CLTL Borrower and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL , if calculated and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder charged in a manner consistent with similar charges made by such Bank to its other customers having similar arrangements with such Bank. Borrower shall pay such Bank the manner in which it shall apply and calculate similar compensation payable to it amount shown as due on any such certificate delivered by other borrowers having provisions in their credit agreements comparable to this Sectionsuch Bank within ten (10) days after its receipt of the same. Failure on the part of the any Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction reductions in return on capital with respect to any period shall not constitute a waiver of the such Bank's right to demand compensation with respect to any other periodperiod except as otherwise limited by the terms of this Paragraph 2.14.

Regulatory Changes in Capital Requirements. If the Bank shall have determined in good faith that the adoption or the effectiveness If, after the date hereof hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital adequacyor reserve requirements for banks or bank holding companies, or any change in any of the foregoing interpretation, implementation, or in the interpretation or administration of any of the foregoing application thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, including those changes resulting from the enactment of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and Basel III, regardless of the date enacted, adopted or issued, or (ii) compliance by the Bank (such Lender or any lending office of the Bank) or the Bank's its parent bank holding company, if any, company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency), has the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Bank's such Lender’s or such holding company’s capital or on the capital of the Bank's holding company as a consequence of this Agreement, the Commitment, Letters of Credit or Loans made by the Bank pursuant hereto such Lender’s Commitments hereunder to a level below that which the Bank such Lender or its such holding company would could have achieved but for such adoption, change change, or compliance (taking into consideration the Bank's such Lender’s or such holding company’s then existing policies and the policies of the Bank's holding company with respect to capital adequacyadequacy and assuming the full utilization of such entity’s capital) by an any amount deemed by the Bank such Lender to be material, then from time such Lender may notify Borrower Agent and Agent thereof. Following receipt of such notice, Borrowers agree to time CLTL shall pay to such Lender on demand the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such additional amount or amounts as will compensate the Bank or its holding company for any of such reduction sufferedof return of capital as and when such reduction is determined, which amount, if not paid payable within such period of five thirty (530) Business Days, shall bear interest from the date due until payment in full thereof at the Default Rate. The Bank will notify CLTL of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section within 90 days after presentation by such Lender of a statement in the date of such occurrence or the date from which the Bank requests additional compensation, whichever is later. A certificate of the Bank amount and setting forth in reasonable detail such amount or amounts as Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be necessary to compensate the Bank or its holding company as specified above shall be delivered to CLTL deemed true and shall be conclusive correct absent manifest error). For purposes of the application of this Section to CLTL and in calculating any amount that In determining such amount, such Lender may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Section. Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of the Bank's right to demand compensation with respect to any other period.use any

Regulatory Changes in Capital Requirements. If the Bank any Lender shall ------------------------------------------ have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank Lender or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender (or any lending office of the Banksuch Lender) or the Banksuch Lender's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Banksuch Lender's capital or on the capital of the Banksuch Lender's holding company company, as a consequence of this Agreement, the Revolving Credit Commitment, Letters of Credit Advances or the Loans made by the Bank pursuant hereto to a level below that which the Bank such Lender or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the Banksuch Lender's policies and the policies of the Banksuch Lender's holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender to be material, then from time to time CLTL Borrower shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such Lender such additional amount or amounts as will compensate the Bank such Lender or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Paragraph 2.6(a)(ii) hereof with respect to amounts not paid when due. The Bank Such Lender will notify CLTL Borrower of any event occurring after the date of this Agreement that will entitle the Bank such Lender to compensation pursuant to this Section within 90 days Paragraph 2.15, including a description in reasonable detail of the nature of such event and the amount of such compensation, as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and such compensation shall not be charged for any period more than three (3) months prior to the date of such occurrence or the date from which the Bank requests additional compensation, whichever is laternotice. A certificate of the Bank such Lender setting forth in detail such amount or amounts as shall be necessary to compensate the Bank such Lender or its holding company as specified above shall be delivered to CLTL Borrower and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL , if calculated and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder charged in a manner consistent with similar charges made by such Lender to its other customers having similar arrangements with such Lender. Borrower shall pay such Lender the manner in which it shall apply and calculate similar compensation payable to it amount shown as due on any such certificate delivered by other borrowers having provisions in their credit agreements comparable to this Sectionsuch Lender within ten (10) days after its receipt of the same. Failure on the part of the Bank any Lender to demand compensation for increased costs or reduction in amounts received or receivable or reduction reductions in return on capital with respect to any period shall not constitute a waiver of the Banksuch Lender's right to demand compensation with respect to any other periodperiod except as otherwise limited by the terms of this Paragraph 2.15.

Regulatory Changes in Capital Requirements. If the Bank any Lender shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender (or any lending office or bank Affiliate of the Banksuch Lender) or the Banksuch Lender's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Banksuch Lender's capital or on the capital of the Banksuch Lender's bank Affiliate or holding company (if any) as a consequence of this Agreement, the Commitment, Letters of Credit Commitment or Loans the Loan made by the Bank such Lender pursuant hereto to a level below that which the Bank such Lender or its holding company would or such bank Affiliate of such Lender could have achieved achieved, but for such adoption, effectiveness, change or compliance (taking into consideration the Banksuch Lender's policies and the policies of the Banksuch Lender's bank Affiliate or holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender to be material, then from time to time CLTL Borrowers shall pay to the Bank, within five (5) Business Days after receiving the Bank's such Lender on demand therefor and the certificate referred to below, as set forth below such additional amount or amounts as will compensate the Bank such Lender or its bank Affiliate or holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Paragraph 2.6(b)(ii) hereof with respect to amounts not paid when due. The Bank Such Lender will notify CLTL Borrowers of any event occurring after the date of this Agreement that will entitle the Bank such Lender to compensation pursuant to this Section Paragraph 2.16 as promptly as practicable within 90 ninety (90) days after the date of such occurrence or the date from which the Bank requests additional compensation, whichever is laterit obtains knowledge thereof. A certificate of the Bank such Lender setting forth in detail such amount or amounts as shall be necessary to compensate the Bank such Lender or its holding company as specified above shall be delivered to CLTL Borrowers and shall be conclusive absent manifest error. For purposes Borrowers shall pay such Lender the amount shown as due on any such certificate delivered by such Lender within ten (10) days after its receipt of the application of this Section to CLTL and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank same. The Lenders shall determine the applicability of this provision to CLTL of, and calculate the amount payable to the Bank hereunder in a manner due under, this Paragraph 2.16 consistent with the manner in which it shall they apply similar provisions and calculate similar compensation amounts payable to it them by other borrowers having provisions in their credit agreements provisions comparable to this SectionParagraph 2.16. Failure on the part of the Bank any Lender to demand compensation for increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of the Banksuch Lender's right to demand compensation with respect to any other period.

Regulatory Changes in Capital Requirements. If the Bank any Lender shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank lender or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender (or any lending office of the Banksuch Lender) or the Banksuch Lender's holding company, if any, company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Banksuch Lender's capital or on the capital of the Banksuch Lender's holding company company, as a consequence of this Agreement, Agreement or the Commitment, Letters of Credit or Loans made by the Bank pursuant hereto Loan to a level below that which the Bank such Lender or its holding company would could have achieved but for such adoption, change or compliance (taking into consideration the Banksuch Lender's policies and the policies of the Banksuch Lender's holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender to be material, then from time to time CLTL Borrower shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such Lender such additional amount or amounts as will compensate the Bank such Lender or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Paragraph 2.6(a)(ii) hereof with respect to amounts not paid when due. The Bank Such Lender will notify CLTL Borrower of any event occurring after the date of this Agreement that will entitle the Bank such Lender to compensation pursuant to this Section within 90 days Paragraph 2.10, including a description in reasonable detail of the nature of such event and the amount of such compensation, as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and such compensation shall not be charged for any period more than three (3) months prior to the date of such occurrence or the date from which the Bank requests additional compensation, whichever is laternotice. A certificate of the Bank such Lender setting forth in detail such amount or amounts as shall be necessary to compensate the Bank such Lender or its holding company as specified above shall be delivered to CLTL Borrower and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL , if calculated and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder charged in a manner consistent with similar charges made by such Lender to its other customers having similar arrangements with such Lender. Borrower shall pay such Lender the manner in which it shall apply and calculate similar compensation payable to it amount shown as due on any such certificate delivered by other borrowers having provisions in their credit agreements comparable to this Sectionsuch Lender within ten (10) days after its receipt of the same. Failure on the part of the Bank any Lender to demand compensation for increased costs or reduction in amounts received or receivable or reduction reductions in return on capital with respect to any period shall not constitute a waiver of the Banksuch Lender's right to demand compensation with respect to any other periodperiod except as otherwise limited by the terms of this Paragraph 2.10.

Regulatory Changes in Capital Requirements. If the Bank any Lender shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank lender or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank such Lender (or any lending office of the Banksuch Lender) or the Bank's such Lender’s holding company, if any, company with any industry wide request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank lender or comparable agency, has or would have the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Xxxxxx Tank Lines, Inc. the rate of return on the Bank's such Lender’s capital or on the capital of the Bank's such Lender’s holding company company, if any, as a consequence of this Agreement, the Commitment, Letters of Credit or Loans made by the Bank pursuant hereto to a level below that which the Bank such Lender or its holding company would could have achieved on the portion of the Loans made by such Lender pursuant hereto but for such adoption, change or compliance (taking into consideration the Bank's such Lender’s policies and the policies of the Bank's such Lender’s holding company with respect to capital adequacy) by an amount deemed by the Bank such Lender to be materialmaterial and Lender has made such determination with respect to all or substantially all of the loans in its loan portfolio, then from time to time CLTL Borrowers shall pay to the Bank, within five (5) Business Days after receiving the Bank's such Lender on demand therefor and the certificate referred to below, such additional amount or amounts as will compensate the Bank such Lender or its holding company for any such reduction suffered, which amount, if not paid within suffered together with interest on each such period of five (5) Business Days, shall bear interest amount from the date due demanded until payment in full thereof at the Default Raterate provided in Section 2.6 with respect to amounts not paid when due. The Bank Agent will notify CLTL Borrowers of any event occurring after the date of this Agreement that will entitle the Bank a Lender to compensation pursuant to this Section within 90 days 2.10(a) as promptly as practicable after the date of it obtains knowledge thereof and determines to request such occurrence or the date from which the Bank requests additional compensation, whichever is later. A certificate of the Bank setting forth in detail such amount or amounts as shall be necessary to compensate the Bank or its holding company as specified above shall be delivered to CLTL and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Section. Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of the Bank's right to demand compensation with respect to any other period.