Changes in Capital Adequacy Regulations. If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then, within fifteen (15) days after receipt by the Company of written demand by such Lender pursuant to [Section 4.5], the Company shall pay such 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 Lender determines is attributable to this Agreement, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder.

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

Section # Changes in Capital Adequacy Regulations 43

Capital Changes. Until the one year anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares.

3.7Increased Costs; Capital Adequacy.

SECTION # Capital Adequacy. (a) [Reserved].

Section # Increased Costs; Capital Adequacy.

1.04Increased Cost; Reduced Return; Capital Adequacy; Reserves.

“[Section 2.8] Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality.”

Section # Increased Cost and Reduced Return; Capital Adequacy; Reserves on LIBOR Loans 149Requirements 151