Capital Requirements. If any ​ or any Issuing Bank reasonably determines that any Change in Law affecting such ​ or such Issuing Bank or any Lending Office of such ​ or such Issuing Bank or such ​’s or Issuing Bank’s holding company, if any, regarding liquidity or capital requirements has or would have the effect of reducing the rate of return on such ​’s or Issuing Bank’s capital or on the capital of such ​’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such ​ or such Issuing Bank or the Loans made by or Letters of Credit issued by it to a level below that which such ​ or such Issuing Bank or such ​’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such ​’s or such Issuing Bank’s policies and the policies of such ​’s or Issuing Bank’s holding company with respect to liquidity or capital adequacy), then from time to time upon demand of such ​ or such Issuing Bank setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative ​) (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the ​ will pay to such ​ or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such ​, such Issuing Bank or such ​’s or Issuing Bank’s holding company for any such reduction suffered.

“Cash Flow” means the sum of # net income after tax, dividends and distributions, plus # depreciation expense and amortization, plus # Interest Expense, plus # non-cash expenses and minus # non-cash income, all determined in accordance with G.A.A.P.

In the event that [[Organization B:Organization]] or any [[Organization C:Organization]] shall have determined that any Applicable Law or guideline regarding capital adequacy, any Change in Law, or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by [[Organization B:Organization]] or any [[Organization C:Organization]] (for purposes of this [Section 3.10], the term "[[Organization C:Organization]]" shall include [[Organization B:Organization]] or any [[Organization C:Organization]] and any corporation or bank controlling [[Organization B:Organization]] or any [[Organization C:Organization]]) and the office or branch where [[Organization B:Organization]] or any [[Organization C:Organization]] (as so defined) makes or maintains any Eurodollar Rate Loans 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 the rate of return on [[Organization B:Organization]]’s or any [[Organization C:Organization]]'s capital as a consequence of its obligations hereunder to a level below that which [[Organization B:Organization]] or such [[Organization C:Organization]] could have achieved but for such adoption, change or compliance (taking into consideration [[Organization B:Organization]]'s and each [[Organization C:Organization]]'s policies with respect to capital adequacy) by

If any Bank shall have determined that after the date hereof the adoption of or any change in any Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shall have the effect of reducing the rate of return on such Bank’s or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount which is reasonably deemed by such Bank to be material, then from time to time, after submission by such Bank, through the Agent, to ​ of a written request therefor (such request, which shall be conclusive and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to ​ within 30 Working Days after it becomes aware of such fact), ​ shall, within 10 days of such written request, pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. The agreements in this [subsection 2.14] shall survive the termination of this Agreement and payment of the Loans and the Notes and all other amounts payable hereunder.

Capital Structure. The authorized capital stock of Cafesa is set forth on [Exhibit 3.1](C). All outstanding shares of capital stock of Cafesa are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Capital Adjustments. The number of Shares referred to in the Preamble and Section 5 hereof and the number of Shares allocated to each Deferred Stock Account shall be adjusted by the Plan Administrator, in the event of any subdivision or combination of Shares or any stock dividend, stock split, reorganization, recapitalization, or consolidation or merger with the Company as the surviving corporation, or if additional shares or new or different shares or other securities of the Company or any other issuer are distributed with respect to Shares through a spin-off or other extraordinary distribution.

Name Changes. No later than ten (10) Business Days after the Closing Date, Sellers shall take all necessary action to change # their names and the names of all Affiliates of Sellers to a name that does not include # the words “Real Alloy”, # any other name or mark included in the Acquired Intellectual Property or # any name or mark confusingly similar thereto (collectively, the “Restricted Names”) and # the cation of each of the Chapter 11 Cases to captions that do not include any Restricted Names. Sellers shall seek to obtain all required authority for such name and caption change(s) in the Sale Order. Sellers shall promptly notify Purchaser of such name change(s) and the new name(s) chosen by Sellers and all Affiliates of Sellers, as applicable. Furthermore, as soon as practicable after the Closing Date, but not later than one hundred eighty (180) days following such date, without limiting Purchaser’s rights in the Acquired Intellectual Property, Sellers and all Affiliates of Sellers shall cease all use of any Restricted Names, including by removing all Restricted Names from all letterhead, stationery, signage and tangible assets included in the Excluded Assets.

Material Changes. Prompt written notice of any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;

Election Changes. A Participant may not change his or her deferral election that is in effect for a Plan Year, unless permitted by the Bank in compliance with [Section 409A] of the Code.

PROJECT CHANGES. The Parties understand that in order to reflect changes to this Rider, the Rider will be subject to amendment by the Parties. Each party’s respective Point Of Contact identified above may request or submit a written request for change to the other party’s Point of Contact. The request for change should describe in appropriate detail the nature, extent and proposed manner of performance of the proposed change, related implications (if any) arising there from and estimated scheduling, pricing and cost information relating thereto. Written approval or rejection of the requested change signed by an authorized representative of Magenta will be provided within ​ from the date of receipt.