Common use of Rate of Return Maintenance Covenant Clause in Contracts

Rate of Return Maintenance Covenant. If at any time after the date of this Agreement, any Lender that is a bank determines that (a) any applicable law, rule or regulation regarding capital adequacy has been adopted or changed since February 1, 2002 or (b) its interpretation or administration by any Governmental Authority, central bank or comparable agency has changed since February 1, 2002 and determines that such change or such Lender's compliance with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Lender's capital as a consequence of its obligations under this Agreement or any of the other Facilities Papers to a level below that which that Lender would have achieved but for such adoption, change or compliance (taking into consideration the Lender's own capital adequacy policies) by an amount the Lender deems to be material, then upon written notice to the Companies by that Lender or the Agent at least five (5) Business Days in advance of the increase, but in no event later than six (6) months after the triggering event, summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Lender's portion of the Loan funded and outstanding from time to time shall be increased to a rate sufficient to provide that Lender with a rate of return on its capital equal to that which would have been achieved but for such adoption, change or compliance (taking into consideration that Lender's own capital adequacy policies) -- or if no Loan is then outstanding (or if the Loan is repaid in full before the full amount required to provide that rate of return has been paid), the Companies shall be jointly and severally liable to pay that Lender on demand an additional interest payment in an amount sufficient to provide that rate of return -- but in no event shall any such payment be required or made to the extent (if any) that such payment if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In determining the increase in interest rate required to achieve that result, each affected Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as that Lender reasonably elects and may use any reasonable averaging and attribution method.

Rate of Return Maintenance Covenant. (a) If at any time after the date of this Agreement, any Lender that is a bank determines that (ai) any applicable law, rule or regulation regarding capital adequacy has been adopted or changed since February March 1, 2002 2004 or (bii) its interpretation or administration by any Governmental Authority, central bank or comparable agency has changed since February March 1, 2002 2004 and determines that such change or such Lender's compliance with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Lender's capital as a consequence of its obligations under this Agreement or any of the other Facilities Papers to a level below that which that Lender would have achieved but for such adoption, change or compliance (taking into consideration the Lender's own capital adequacy policies) by an amount the Lender deems to be material, then upon written notice to the Companies Company by that Lender or the Agent at least five (5) Business Days in advance of the increase, but in no event later than six (6) months after the triggering event, summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Lender's portion of the Loan funded and outstanding from time to time shall be increased to a rate sufficient to provide that Lender with a rate of return on its capital equal to that which would have been achieved but for such adoption, change or compliance (taking into consideration that Lender's own capital adequacy policies) -- or if no Loan is then outstanding (or if the Loan is repaid in full before the full amount required to provide that rate of return has been paid), the Companies Company shall be jointly and severally liable to pay that Lender on demand an additional interest payment in an amount sufficient to provide that rate of return -- but in no event shall any such payment be required or made to the extent (extent, if any) , that such payment payment, if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In determining the increase in interest rate required to achieve that result, each affected Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as that Lender reasonably elects and may use any reasonable averaging and attribution method. Any Lender claiming compensation under this Section shall furnish the Company its certificate setting forth the amount or amounts (calculated pursuant to the above-described methods) necessary to compensate the Lender as specified in this Section and the calculations made to determine such amount or amounts. (b) Provided that no Default has occurred that has not been cured and no Event of Default has occurred that the Agent has not declared in writing to have been cured or waived, and with the written consent of the Required Lenders, the Company may seek to replace any Lender other than JPMorgan who claims compensation under this Section, subject to the requirements of this Section. For the purposes of this Section, a "CONTINUING LENDER" means a Lender that is neither a Retiring Lender nor a New Lender; a "NEW LENDER" means a bank or other lending institution that becomes a Lender hereunder as a result of the events described in this Section; a "REPLACEMENT LENDER" means the Lender who is replacing the Retiring Lender; and a "RETIRING LENDER" means a Lender that ceases to be a Lender under this Agreement pursuant to the operation of this Section. The replacement of a Retiring Lender pursuant to this Section shall be effective on the tenth (10th) Business Day (the "REPLACEMENT DATE") following the date of a notice to the Retiring Lender and each Continuing Lender through the Agent, subject to satisfaction of the following conditions:

Rate of Return Maintenance Covenant. If at any time after the date of this Agreement, any Lender that is a bank determines that (a) any applicable law, rule or regulation regarding capital adequacy has been adopted or changed since February 115, 2002 1998 or (b) its interpretation or administration by any Governmental Authority, central bank or comparable agency has changed since February 115, 2002 1998 and determines that such change or such Lender's compliance with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Lender's capital as a consequence of its obligations under this Agreement or any of the other Facilities Papers to a level below that which that Lender would have achieved but for such adoption, change or compliance (taking into consideration the Lender's own capital adequacy policies) by an amount the Lender deems to be material, then upon written notice to the Companies Company by that Lender or the Agent at least five (5) Business Days in advance of the increase, but in no event later than six (6) months after the triggering event, summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Lender's portion of the Loan funded and outstanding from time to time shall be increased to a rate sufficient to provide that Lender with a rate of return on its capital equal to that which would have been achieved but for such adoption, change or compliance (taking into consideration that Lender's own capital adequacy policies) -- or if no Loan is then outstanding (or if the Loan is repaid in full before the full amount required to provide that rate of return has been paid), the Companies shall be jointly and severally liable to pay that Lender on demand an additional interest payment in an amount sufficient to provide that rate of return -- but in no event shall any such payment be required or made to the extent (if any) that such payment if made, when added to all other payments, would produce an interest rate for any period in excess of exceed the Ceiling Rate. In determining the increase in interest rate required to achieve that result, each affected Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as that Lender reasonably elects and may use any reasonable averaging and attribution method. Any Lender claiming compensation under this Section shall furnish the Company its certificate setting forth the amount or amounts (calculated pursuant to the above-described methods) necessary to compensate the Lender as specified in this Section.

Rate of Return Maintenance Covenant. (a) If at any time after the date of this Agreement, any Lender that is a bank determines that (ai) any applicable law, rule or regulation regarding capital adequacy has been adopted or changed since February October 1, 2002 2003 or (bii) its interpretation or administration by any Governmental Authority, central bank or comparable agency has changed since February October 1, 2002 2003 and determines that such change or such Lender's ’s compliance with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Lender's ’s capital as a consequence of its obligations under this Agreement or any of the other Facilities Papers to a level below that which that Lender would have achieved but for such adoption, change or compliance (taking into consideration the Lender's ’s own capital adequacy policies) by an amount the Lender deems to be material, then upon written notice to the Companies Company by that Lender or the Agent at least five (5) Business Days in advance of the increase, but in no event later than six (6) months after the triggering event, summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Lender's ’s portion of the Loan funded and outstanding from time to time shall be increased to a rate sufficient to provide that Lender with a rate of return on its capital equal to that which would have been achieved but for such adoption, change or compliance (taking into consideration that Lender's ’s own capital adequacy policies) -- – or if no Loan is then outstanding (or if the Loan is repaid in full before the full amount required to provide that rate of return has been paid), the Companies Company shall be jointly and severally liable to pay that Lender on demand an additional interest payment in an amount sufficient to provide that rate of return -- – but in no event shall any such payment be required or made to the extent (extent, if any) , that such payment payment, if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In determining the increase in interest rate required to achieve that result, each affected Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as that Lender reasonably elects and may use any reasonable averaging and attribution method. Any Lender claiming compensation under this Section shall furnish the Company its certificate setting forth the amount or amounts (calculated pursuant to the above-described methods) necessary to compensate the Lender as specified in this Section. (b) Provided that no Default has occurred that has not been cured and no Event of Default has occurred that the Agent has not declared in writing to have been cured or waived, and with the written consent of the Required Lenders, the Company may seek to replace any Lender other than JPMorgan who claims compensation under this Section, subject to the requirements of this Section. For the purposes of this Section, a “Continuing Lender” means a Lender that is neither a Retiring Lender nor a New Lender; a “New Lender” means a bank or other lending institution that becomes a Lender hereunder as a result of the events described in this Section; a “Replacement Lender” means the Lender who is replacing the Retiring Lender; and a “Retiring Lender” means a Lender that ceases to be a Lender under this Agreement pursuant to the operation of this Section. The replacement of a Retiring Lender pursuant to this Section shall be effective on the tenth (10th) Business Day (the “Replacement Date”) following the date of a notice to the Retiring Lender and each Continuing Lender through the Agent, subject to satisfaction of the following conditions:

Rate of Return Maintenance Covenant. If at any time after the date of this Agreement, any Lender that is a bank determines that (a) any applicable law, rule or regulation regarding capital adequacy has been adopted or changed since February December 1, 2002 2000 or (b) its interpretation or administration by any Governmental Authority, central bank or comparable agency has changed since February December 1, 2002 2000 and determines that such change or such Lender's compliance with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Lender's capital as a consequence of its obligations under this Agreement or any of the other Facilities Papers to a level below that which that Lender would have achieved but for such adoption, change or compliance (taking into consideration the Lender's own capital adequacy policies) by an amount the Lender deems to be material, then upon written notice to the Companies by that Lender or the Agent at least five (5) Business Days in advance of the increase, but in no event later than six (6) months after the triggering event, summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Lender's portion of the Loan funded and outstanding from time to time shall be increased to a rate sufficient to provide that Lender with a rate of return on its capital equal to that which would have been achieved but for such adoption, change or compliance (taking into consideration that Lender's own capital adequacy policies) -- or if no Loan is then outstanding (or if the Loan is repaid in full before the full amount required to provide that rate of return has been paid), the Companies shall be jointly and severally liable to pay that Lender on demand an additional interest payment in an amount sufficient to provide that rate of return -- but in no event shall any such payment be required or made to the extent (if any) that such payment if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In determining the increase in interest rate required to achieve that result, each affected Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as that Lender reasonably elects and may use any reasonable averaging and attribution method.

Rate of Return Maintenance Covenant. (a) If at any time after the date of this Agreement, any Lender that is a bank determines that (ai) any applicable law, rule or regulation regarding capital adequacy has been adopted or changed since February June 1, 2002 2004 or (bii) its interpretation or administration by any Governmental Authority, central bank or comparable agency has changed since February June 1, 2002 2004 and determines that such change or such Lender's ’s compliance with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Lender's ’s capital as a consequence of its obligations under this Agreement or any of the other Facilities Papers to a level below that which that Lender would have achieved but for such adoption, change or compliance (taking into consideration the Lender's ’s own capital adequacy policies) by an amount the Lender deems to be material, then upon written notice to the Companies by that Lender or the Agent at least five (5) Business Days in advance of the increase, but in no event later than six (6) months after the triggering event, summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Lender's ’s portion of the Loan funded and outstanding from time to time shall be increased to a rate sufficient to provide that Lender with a rate of return on its capital equal to that which would have been achieved but for such adoption, change or compliance (taking into consideration that Lender's ’s own capital adequacy policies) -- — or if no Loan is then outstanding (or if the Loan is repaid in full before the full amount required to provide that rate of return has been paid), the Companies shall be jointly and severally liable to pay that Lender on demand an additional interest payment in an amount sufficient to provide that rate of return -- — but in no event shall any such payment be required or made to the extent (extent, if any) , that such payment payment, if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In determining the increase in interest rate required to achieve that result, each affected Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as that Lender reasonably elects and may use any reasonable averaging and attribution method. Any Lender claiming compensation under this Section shall furnish the Companies its certificate setting forth the amount or amounts (calculated pursuant to the above-described methods) necessary to compensate the Lender as specified in this Section. (b) Provided that no Default has occurred that has not been cured and no Event of Default has occurred that the Agent has not declared in writing to have been cured or waived, and with the written consent of the Required Lenders, the Companies may seek to replace any Lender other than JPMorgan who claims compensation under this Section, subject to the requirements of this Section. For the purposes of this Section, a “Continuing Lender” means a Lender that is neither a Retiring Lender nor a New Lender; a “New Lender” means a bank or other lending institution that becomes a Lender hereunder as a result of the events described in this Section; a “Replacement Lender” means the Lender who is replacing the Retiring Lender; and a “Retiring Lender” means a Lender that ceases to be a Lender under this Agreement pursuant to the operation of this Section. The replacement of a Retiring Lender pursuant to this Section shall be effective on the tenth (10th) Business Day (the “Replacement Date”) following the date of a notice to the Retiring Lender and each Continuing Lender through the Agent, subject to satisfaction of the following conditions:

Rate of Return Maintenance Covenant. If at any time after the date of this Agreement, any Lender that is a bank determines that (a) any applicable law, rule or regulation regarding capital adequacy has been adopted or changed since February 115, 2002 1997 or (b) its interpretation or administration by any Governmental Authority, central bank or comparable agency has changed since February 115, 2002 1997 and determines that such change or such Lender's compliance with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Lender's capital as a consequence of its obligations under this Agreement or any of the other Facilities Papers to a level below that which that Lender would have achieved but for such adoption, change or compliance (taking into consideration the Lender's own capital adequacy policies) by an amount the Lender deems to be material, then upon written notice to the Companies Company by that Lender or the Agent at least five (5) Business Days in advance of the increase, but in no event later than six (6) months after the triggering event, summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Lender's portion of the Loan funded and outstanding from time to time shall be increased to a rate sufficient to provide that Lender with a rate of return on its capital equal to that which would have been achieved but for such adoption, change or compliance (taking into consideration that Lender's own capital adequacy policies) -- or if no Loan is then outstanding (or if the Loan is repaid in full before the full amount required to provide that rate of return has been paid), the Companies shall be jointly and severally liable to pay that Lender on demand an additional interest payment in an amount sufficient to provide that rate of return -- but in no event shall any such payment be required or made to the extent (if any) that such payment if made, when added to all other payments, would produce an interest rate for any period in excess of exceed the Ceiling Rate. In determining the increase in interest rate required to achieve that result, each affected Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as that Lender reasonably elects and may use any reasonable averaging and attribution method. Any Lender claiming compensation under this Section shall furnish the Company its certificate setting forth the amount or amounts (calculated pursuant to the above-described methods) necessary to compensate the Lender as specified in this Section.

Rate of Return Maintenance Covenant. If at any time If, after the date of this Agreement, any Lender shall have determined that is a bank determines that (a) the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy has been adopted adequacy, or changed since February 1any change therein, 2002 or (b) its any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency has changed since February 1charged with the interpretation or administration thereof, 2002 and determines that such change or such Lender's compliance by Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Lender's capital (or on the capital of any person or entity owning or holding a participation interest in the Facility Debt (each a "Participant") as a consequence of its obligations under this Agreement or any of to Borrowers with respect to the other Facilities Papers Loans to a level below that which that Lender would could have been achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender's own policies (or the policies of any applicable Participant) with respect to capital adequacy policiesadequacy) by an amount the deemed by Lender deems to be material, then upon written notice to the Companies by that Lender or the Agent at least five (5) Business Days in advance of the increase, but in no event later than six (6) months after the triggering event, summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Lender's portion of the Loan funded and outstanding from time to time shall be increased to a rate sufficient to provide that Lender with a rate of return on its capital equal to that which would have been achieved but for such adoptiontime, change or compliance (taking into consideration that Lender's own capital adequacy policies) -- or if no Loan is then outstanding (or if the Loan is repaid in full before the full amount required to provide that rate of return has been paid), the Companies shall be Borrowers jointly and severally liable agree to pay that to Lender such additional amount or amounts as will compensate Lender (and each applicable Participant) for such reduction. A certificate of Lender setting forth such amount or amounts as shall be necessary to compensate Lender (and each applicable Participant) as specified in this Section shall be delivered as soon as practicable to Borrowers and shall be conclusive and binding, absent manifest error. Borrowers shall pay Lender the amount shown as due on demand an additional interest payment in an amount sufficient to provide that rate of return -- but in no event shall any such payment be required or made to the extent certificate within fifteen (if any15) that days after Lender delivers such payment if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Ratecertificate. In determining the increase in interest rate required to achieve that resultpreparing such certificate, each affected Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as that Lender reasonably elects it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution method.