Common use of Rate of Return Maintenance Covenant Clause in Contracts

Rate of Return Maintenance Covenant. If, after the date of this Agreement, Lender shall have determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or 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 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 to Borrowers with respect to the Loans to a level below that which could have been achieved but for such adoption, effectiveness, change or compliance (taking into consideration Lender's policies (or the policies of any applicable Participant) with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time, Borrowers jointly and severally agree to pay 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 any such certificate within fifteen (15) days after Lender delivers such certificate. In preparing such certificate, Lender may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution method.

Rate of Return Maintenance Covenant. If, If at any time after the date of this Agreement, the Lender shall have determined determines that the adoption or effectiveness of (a) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since April 1, 2004 or any change therein, or any change in the (b) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with has changed since April 1, 2004, and determines that such change or the interpretation or administration thereof, or 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 the 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 to Borrowers with respect to under this Agreement or any of the Loans other Credit Papers to a level below that which the Lender could have been achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender's policies (or the policies of any applicable Participant) with respect to own capital adequacyadequacy policies) by an amount deemed by the Lender reasonably deems to be material, then upon notice to the Borrowers by the Lender, the interest rate on the principal of the Loan funded and outstanding from time to time, Borrowers jointly and severally agree to pay 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 time shall be necessary increased to compensate Lender (and each applicable Participant) as specified a rate that will maintain the Lender's original rate of return on its capital, but in this Section shall be delivered as soon as practicable no event to Borrowers and shall be conclusive and binding, absent manifest error. Borrowers shall pay Lender exceed the amount shown as due on any such certificate within fifteen (15) days after Lender delivers such certificateCeiling Rate. In preparing such certificatedetermining the increase in interest rate required to achieve that result, the Lender may employ such assumptions and make such allocations of costs and expenses fairly applicable to the Loan as it shall in good xxxxx xxxx reasonable the Lender reasonably elects and may use any reasonable averaging and attribution method. If the Lender claims compensation under this Section, it shall furnish the Borrowers 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, If at any time after the date of this Agreement, any Lender shall have determined that the adoption or effectiveness of is a bank determines that (a) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since February 15, 1998 or any change therein, or any change in the (b) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since February 15, 1998 and determines that such change or administration thereof, 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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could 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 notice to the Company by that Lender or the Agent 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, effectiveness, change or compliance (taking into consideration that Lender's policies (or own capital adequacy policies), but in no event to exceed the policies of any applicable Participant) with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time, Borrowers jointly and severally agree to pay 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 any such certificate within fifteen (15) days after Lender delivers such certificateCeiling Rate. In preparing such certificatedetermining 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 it shall in good xxxxx xxxx reasonable 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, If at any time after the date of this Agreement, any Lender shall have determined that the adoption or effectiveness of is a bank determines that (a) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since February 1, 2002 or any change therein, or any change in the (b) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since February 1, 2002 and determines that such change or administration thereof, 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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could 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, effectiveness, change or compliance (taking into consideration that Lender's policies own capital adequacy policies) -- or if no Loan is then outstanding (or if the policies Loan is repaid in full before the full amount required to provide that rate of any applicable Participant) with respect to capital adequacy) by an amount deemed by Lender to return has been paid), the Companies shall be material, then from time to time, Borrowers jointly and severally agree liable to pay that Lender on demand an additional interest payment in an amount sufficient to Lender such additional amount or amounts as will compensate Lender (and each applicable Participant) for such reduction. A certificate provide that rate of Lender setting forth such amount or amounts as return -- but in no event 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 any such certificate within fifteen payment be required or made to the extent (15if any) days after Lender delivers that such certificatepayment if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In preparing such certificatedetermining 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 it shall in good xxxxx xxxx reasonable that Lender reasonably elects and may use any reasonable averaging and attribution method.

Rate of Return Maintenance Covenant. If, (a) If at any time after the date of this Agreement, any Lender shall have determined that the adoption or effectiveness of is a bank determines that (i) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since June 1, 2004 or any change therein, or any change in the (ii) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since June 1, 2004 and determines that such change or administration thereof, 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 ’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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could 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 notice to the Companies by that Lender or the Agent 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, effectiveness, change or compliance (taking into consideration that Lender's policies ’s own capital adequacy policies) — or if no Loan is then outstanding (or if the policies Loan is repaid in full before the full amount required to provide that rate of any applicable Participant) with respect to capital adequacy) by an amount deemed by Lender to return has been paid), the Companies shall be material, then from time to time, Borrowers jointly and severally agree liable to pay that Lender on demand an additional interest payment in an amount sufficient to Lender such additional amount or amounts as will compensate Lender (and each applicable Participant) for such reduction. A certificate provide that rate of Lender setting forth such amount or amounts as return — but in no event 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 any such certificate within fifteen (15) days after Lender delivers payment be required or made to the extent, if any, that such certificatepayment, if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In preparing such certificatedetermining 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 it shall in good xxxxx xxxx reasonable 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.

Rate of Return Maintenance Covenant. If, If at any time after the date of this Agreement, Lender shall have determined any Bank determines that the adoption or effectiveness of (a) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since September 30, 1997 or any change therein, or any change in the (b) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since September 30, 1997 and determines that such change or administration thereof, or such Bank'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 Lenderthat Bank'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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could that Bank would have achieved but for such adoption, change or compliance (taking into consideration that Bank's own capital adequacy policies) by an amount that Bank deems to be material, then upon notice to the Obligors by that Bank or the Agent summarizing the facts triggering the increase and calculations of the increase, the interest rate on the principal of that Bank's portion of the Warehouse Loans and Servicing Acquisition Loans funded and outstanding from time to time shall be increased to a rate sufficient to provide that Bank with a rate of return on its capital equal to that which would have been achieved but for such adoption, effectiveness, change or compliance (taking into consideration Lenderthat Bank's policies (own capital adequacy policies), or if no Loan is then outstanding, the policies of any applicable Participant) with respect to capital adequacy) by Obligors shall pay that Bank on demand an additional interest payment in an amount deemed by Lender sufficient to be materialprovide that rate of return, then from time but in no event to time, Borrowers jointly and severally agree to pay 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 exceed the amount shown as due on any such certificate within fifteen (15) days after Lender delivers such certificateCeiling Rate. In preparing such certificatedetermining the increase in interest rate required to achieve that result, Lender each affected Bank may employ such assumptions and make such allocations of costs and expenses fairly applicable to such Loans as it shall in good xxxxx xxxx reasonable that Bank reasonably elects and may use any reasonable averaging and attribution method. The provisions of this Section shall survive repayment of the Loans and the expiration or any termination of this Agreement.

Rate of Return Maintenance Covenant. If, (a) If at any time after the date of this Agreement, any Lender shall have determined that the adoption or effectiveness of is a bank determines that (i) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since March 1, 2004 or any change therein, or any change in the (ii) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since March 1, 2004 and determines that such change or administration thereof, 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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could 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 notice to the Company by that Lender or the Agent 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, effectiveness, change or compliance (taking into consideration that Lender's policies own capital adequacy policies) -- or if no Loan is then outstanding (or if the policies Loan is repaid in full before the full amount required to provide that rate of any applicable Participant) with respect return has been paid), the Company shall be liable to capital adequacy) by pay that Lender on demand an additional interest payment in an amount deemed by Lender sufficient to be material, then from time to time, Borrowers jointly and severally agree to pay to Lender such additional amount or amounts as will compensate Lender (and each applicable Participant) for such reduction. A certificate provide that rate of Lender setting forth such amount or amounts as return -- but in no event 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 any such certificate within fifteen (15) days after Lender delivers payment be required or made to the extent, if any, that such certificatepayment, if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In preparing such certificatedetermining 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 it shall in good xxxxx xxxx reasonable 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.

Rate of Return Maintenance Covenant. If, If at any time after the date of this Agreement, any Lender shall have determined that the adoption or effectiveness of is a bank determines that (a) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since February 15, 1997 or any change therein, or any change in the (b) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since February 15, 1997 and determines that such change or administration thereof, 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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could 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 notice to the Company by that Lender or the Agent 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, effectiveness, change or compliance (taking into consideration that Lender's policies (or own capital adequacy policies), but in no event to exceed the policies of any applicable Participant) with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time, Borrowers jointly and severally agree to pay 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 any such certificate within fifteen (15) days after Lender delivers such certificateCeiling Rate. In preparing such certificatedetermining 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 it shall in good xxxxx xxxx reasonable 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, If at any time after the date of this Agreement, any Lender shall have determined that the adoption or effectiveness of is a bank determines that (a) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since December 1, 2000 or any change therein, or any change in the (b) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since December 1, 2000 and determines that such change or administration thereof, 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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could 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, effectiveness, change or compliance (taking into consideration that Lender's policies own capital adequacy policies) -- or if no Loan is then outstanding (or if the policies Loan is repaid in full before the full amount required to provide that rate of any applicable Participant) with respect to capital adequacy) by an amount deemed by Lender to return has been paid), the Companies shall be material, then from time to time, Borrowers jointly and severally agree liable to pay that Lender on demand an additional interest payment in an amount sufficient to Lender such additional amount or amounts as will compensate Lender (and each applicable Participant) for such reduction. A certificate provide that rate of Lender setting forth such amount or amounts as return -- but in no event 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 any such certificate within fifteen payment be required or made to the extent (15if any) days after Lender delivers that such certificatepayment if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In preparing such certificatedetermining 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 it shall in good xxxxx xxxx reasonable that Lender reasonably elects and may use any reasonable averaging and attribution method.

Rate of Return Maintenance Covenant. If, (a) If at any time after the date of this Agreement, any Lender shall have determined that the adoption or effectiveness of is a bank determines that (i) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since October 1, 2003 or any change therein, or any change in the (ii) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since October 1, 2003 and determines that such change or administration thereof, 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 ’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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could 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 notice to the Company by that Lender or the Agent 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, effectiveness, change or compliance (taking into consideration that Lender's policies ’s own capital adequacy policies) – or if no Loan is then outstanding (or if the policies Loan is repaid in full before the full amount required to provide that rate of any applicable Participant) with respect return has been paid), the Company shall be liable to capital adequacy) by pay that Lender on demand an additional interest payment in an amount deemed by Lender sufficient to be material, then from time to time, Borrowers jointly and severally agree to pay to Lender such additional amount or amounts as will compensate Lender (and each applicable Participant) for such reduction. A certificate provide that rate of Lender setting forth such amount or amounts as return – but in no event 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 any such certificate within fifteen (15) days after Lender delivers payment be required or made to the extent, if any, that such certificatepayment, if made, when added to all other payments, would produce an interest rate for any period in excess of the Ceiling Rate. In preparing such certificatedetermining 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 it shall in good xxxxx xxxx reasonable 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, If at any time after the date of this Agreement, any Lender shall have determined that the adoption or effectiveness of is a bank determines that (i) any applicable law, rule or regulation regarding capital adequacyadequacy has been adopted or changed since December 1, 2004 or any change therein, or any change in the (ii) its interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation has changed since December 1, 2004 and determines that such change or administration thereof, 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 ’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 to Borrowers with respect to under this Agreement or any of the Loans other Facilities Papers to a level below that which could 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 provided that the Company is given (a) a notice by that Lender or the Agent within ten (10) Business Days of the date when that Lender or the Agent (as the case may be) first learns that such law, rule, regulation has been so adopted, or that its interpretation or administration by a Governmental Authority, central bank or comparable agency has so changed, and (b) a concurrent notice, or a later notice given within thirty (30) days of such date, summarizing the facts triggering the increase and calculations of the increase, then and in that event the interest rate on the principal of that Lender’s portion of the Loan funded and outstanding from time to time shall be increased, commencing thirty (30) days after such notice to the Company, 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, effectiveness, change or compliance (taking into consideration that Lender's policies ’s own capital adequacy policies) — or if no Loan is then outstanding (or if the policies Loan is repaid in full before the full amount required to provide that rate of any applicable Participantreturn has been paid) with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time, Borrowers jointly and severally agree to pay to Lender such additional amount or amounts as will compensate Lender (and each applicable Participant) for such reduction. A certificate if written notice 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 any is given to the Company within such certificate 30-day period or within fifteen thirty (1530) days after payment in full of the Loan (whichever is later), then the Company shall be liable to pay that Lender delivers on demand an additional interest payment in an amount sufficient to provide that rate of return — but in no event shall any such certificatepayment 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 preparing such certificatedetermining 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 it shall in good xxxxx xxxx reasonable 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. If any Lender shall give notice to the Company claiming compensation under this Section, the Company may elect to terminate this Agreement by giving an irrevocable written notice to the Agent specifying the termination date, and on the termination date so specified, provided that the Obligations are then fully paid and satisfied, this Agreement shall terminate, the Facility Fee shall be prorated on a daily basis and any paid but unearned portion of the Facility Fee paid shall be credited or refunded to the Company.