Compensation for Reduced Rate of Return. If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s holding company or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into account such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. Notwithstanding anything herein to the contrary, (a) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, and Basel Committee on Banking Supervision (or any successor or similar authority) or by United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III, and (b) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (United States) and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law for purposes of this Section 2.12(2) regardless of the date enacted, adopted, issued or implemented. Notwithstanding the foregoing, the Borrower shall not be liable to compensate any Lender for any such increased cost or reduced rate of return occurring more than 120 days before receipt by the Borrower of the certificate setting forth such increased costs or reduced rate of return in accordance with Section 2.12(3)
Compensation for Reduced Rate of Return. If an Investor 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 Investor’s capital or on the capital or liquidity of such Investor’s holding company, if any, as a consequence of this Agreement or the Term Loan made by, such Investor, to a level below that which such Investor or such Investor’s holding company could have achieved but for such Change in Law (taking into consideration the Investor’s policies and the policies of the Investor’s holding company with respect to capital adequacy or liquidity and the Investor’s desired return on capital), then from time to time the Borrower shall pay to such Investor such additional amount or amounts as will compensate such Investor or the Investor’s holding company for any such reduction suffered. Notwithstanding anything herein to the contrary, (a) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, and Basel Committee on Banking Supervision (or any successor or similar authority) or by United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III, and (b) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (United States) and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law for purposes of this Section regardless of the date enacted, adopted, issued or implemented.
