Common use of Increased LIBO Rate Loan Costs, etc Clause in Contracts

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authority. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.

Increased LIBO Rate Loan Costs, etc. The Borrower Each Revolving Credit Borrower, jointly and severally, agrees to reimburse each Term Loan Revolving Credit Lender for any increase in the cost to such Term Loan Revolving Credit Lender of, or any reduction in the amount of any sum receivable by such Term Loan Revolving Credit Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Revolving Credit Loans as, or of converting (or of its obligation to convert) any Term Revolving Credit Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 5.5 and 4.65.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authority. Such Term Loan Revolving Credit Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower Revolving Credit Borrowers in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the annual audited annual financial statements are reported for the fiscal year of such Term Loan Revolving Credit Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Revolving Credit Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Revolving Credit Borrowers, and the Revolving Credit Borrowers hereby acknowledge and agree that they are jointly and severally liable to pay such additional amounts, directly to such Term Loan Revolving Credit Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerRevolving Credit Borrowers.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Borrowers, jointly and severally, agree to reimburse each Term Loan Lender and Issuer for any increase in the cost to such Term Loan Lender or Issuer of, or any reduction in the amount of any sum receivable by such Term Loan Lender Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make, continue make or maintaincontinue) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectivelyLoans) or such Secured Party's Synthetic Deposit that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any courtGovernmental Authority, central bankexcept for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, regulator or other Regulatory Authorityrespectively. Such Term Loan Lender Each affected Secured Party shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Term Loan Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligationsevent, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), such notice to state, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such Term Loan Lender Secured Party for such increased cost or reduced amount. Such additional amounts shall be be, jointly and severally, payable by the Borrower Borrowers directly to such Term Loan Lender Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date of such Lender's annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender's intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender Bank for any increase in the cost to such Term Loan Lender Bank of, or any reduction in the amount of any sum receivable by such Term Loan Lender Bank in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory AuthorityLoans. Such Term Loan Lender Bank shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall event, and in any event be delivered no later than 120 days event, within 180 days, after the audited annual financial statements are reported for the fiscal year of it obtains knowledge thereof and determines to request such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), compensation such notice to state, in reasonable detail, the reasons therefor and therefor, the additional amount required fully to compensate such Term Loan Lender Bank for such increased cost or reduced amountamount and the basis upon which such amount is computed (and including calculations in reasonable detail). Such additional amounts amount shall be payable by the Borrower directly to such Term Loan Lender within five Bank upon 45 days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive presumed correct. The Borrower shall not be obligated to pay for any such amounts if such Bank does not notify the Borrower that such additional amounts are owing within 180 days of the date such Bank obtains knowledge thereof. Anything in this Section 4.3 or in Section 4.5 below notwithstanding, if any Bank elects to require payment by the Borrower of any amount under this Section 4.3 or Section 4.5, the Borrower may, within 60 days after the date of receiving notice thereof and binding on so long as no Default shall have occurred and be continuing, elect to terminate such Bank (for purposes of this paragraph, the "Terminated Bank") as a party to this Agreement; provided that, concurrently with such termination the Borrower shall (i) if the Administrative Agent, the Issuer and each of the Banks other than the Terminated Bank shall consent, pay the Terminated Bank all principal, interest and fees and other amounts owed to such Terminated Bank through such date of termination, or (ii) have arranged for an assignee acceptable to the Administrative Agent and the Issuer to become a substitute Bank for all purposes under this Agreement in the manner provided in Section 10.11.1; provided further that, prior to substitution for any Terminated Bank, the Borrower shall have given written notice to the Administrative Agent of such intention and, if requested by the Borrower, the Banks (other than the Terminated Banks) shall have the option, but no obligation, for a period of sixty (60) days after receipt of such notice, to increase their Commitments in order to replace the Terminated Bank.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Borrowers, jointly and severally, agree to reimburse each Term Loan Lender and Issuer for any increase in the cost to such Term Loan Lender or Issuer of, or any reduction in the amount of any sum receivable by such Term Loan Lender Secured Party in respect of, such Secured Party’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make, continue make or maintaincontinue) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectivelyLoans) or such Secured Party’s Synthetic Deposit that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any courtGovernmental Authority, central bankexcept for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, regulator or other Regulatory Authorityrespectively. Such Term Loan Lender Each affected Secured Party shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Term Loan Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligationsevent, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), such notice to state, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such Term Loan Lender Secured Party for such increased cost or reduced amount. Such additional amounts shall be be, jointly and severally, payable by the Borrower Borrowers directly to such Term Loan Lender Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except excluding any taxes on payments under this Agreement, Other Taxes, any U.S. federal withholding Taxes imposed under FATCA, Connection Income Taxes and other amounts for any increase taken into account in determining which the LIBOR Reserve Percentage and except for increased capital costs and Taxes which Lenders are governed by Sections 4.5 and entitled to compensation under Section 4.6, respectively) that arise in connection with arising after the date of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-phase in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory AuthorityGovernmental Authority after the Original Effective Date that results in such increase in cost or reduction in amounts receivable, except for such changes with respect to increased capital costs under Section 4.5, taxes on payments under this Agreement, Other Taxes, any U.S. federal withholding Taxes imposed under FATCA, Connection Income Taxes and other amounts for which the Lenders are entitled to compensation under Section 4.6. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice other than such events that have occurred prior to the Restatement Effective Date pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith, it being agreed that the Borrower shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Creditdeemed to have been notified thereof), such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Provided that each Lender requesting reimbursement under this Section 4.3 is then taking the same action with respect to all other similar loans it has outstanding to other borrowers of a class similar to the Borrowers (including as to the aggregate amount of credit extensions made to such other borrowers), the Borrowers agree to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans caused by the imposition of any reserve requirements (except for any increase taken including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed reserve requirements) required by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritygovernmental authority (including the Bank of England) having authority over any Lender, in each case to the extent not already specifically addressed by the provisions of the definition of “LIBOR Reserve Percentage”, except as to any increased cost or reduced amount that results from the imposition of Taxes (liability for which is determined pursuant to Section 4.6). Such Term Loan The Lender requesting reimbursement under this Section shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower KIL in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Term Loan Lender within five ten days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers; provided, however, that the Borrowers shall have no obligation to make any payment to any Lender under this Section 4.3 unless KIL receives notice of such increased costs or reduced amounts within six months after they are incurred or realized. Any Lender claiming any amounts payable pursuant to this Section shall use its commercially reasonable efforts (including to change its applicable lending office with respect to some or all of its LIBO Rate Loans) in order to avoid the need for or reduce the amount of any such additional amounts that would thereafter accrue, so long as such Lender will not be materially disadvantaged and such change is not inconsistent with such Lender’s internal policies.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritygovernmental authority, except for such changes with respect to increased capital costs and taxes which are governed by Sections 4.5 and 4.6, respectively. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender within five days (with at least one day being a Business Day) of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. Without limiting the foregoing, in the event that, as a result of any such change, introduction, adoption or the like described above, the LIBOR Reserve Percentage decreases for any Lender's LIBO Rate Loans, such Lender shall give prompt notice thereof in writing to the Administrative Agent and the Borrower. On the first Business Day following delivery of such notice, the LIBO Rate (Reserve Adjusted) attributable to such Lender's LIBO Rate Loans shall be adjusted to give the Borrower the benefit of such decrease (for so long as such decrease shall remain in effect).

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender and each Issuer for any increase in the cost to such Term Loan Lender or Issuer of, or any reduction in the amount of any sum receivable by such Term Loan Lender Secured Party in respect of, such Secured Party’s Commitments and the making of Revolving Credit Extensions and Term Loans hereunder (including the making, continuing or maintaining (or of its obligation to make, continue make or maintaincontinue) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectivelyLoans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-phase in after the date hereof Effective Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any courtGovernmental Authority; provided, central bankhowever, regulator or other Regulatory Authoritythat any such changes with respect to increased capital costs and Taxes shall be subject to (including the rights of the Borrower in respect thereof) and governed by the terms of Sections 4.5 and 4.6, respectively. Such Term Loan Lender Each affected Secured Party shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligationsevent, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), such notice to state, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such Term Loan Lender Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender Secured Party within five days of its receipt of such notice, provided that such Secured Party shall not be entitled to such additional amounts for the period prior to one hundred eighty (180) days prior to the date of such notice of the occurrence of the event giving rise to the increased cost or reduced amount, provided that if the circumstance giving rise to such additional amount is retroactive, then such 180 day period shall be extended to include the period of retroactive effect thereof, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerObligors; provided, that notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory AuthorityLoans. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall event, and in any event be delivered no later than 120 days event, within 180 days, after the audited annual financial statements are reported for the fiscal year of it obtains knowledge thereof and determines to request such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), compensation such notice to state, in reasonable detail, the reasons therefor and therefor, the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount, the basis upon which such amount is computed (and including calculations in reasonable detail) and such Lender is generally requesting compensation from all borrowers from such Lender which are similar to the Borrower and having similar provisions in agreements with such Lender. Such additional amounts amount shall be payable by the Borrower directly to such Term Loan Lender within upon forty-five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive presumed correct. The Borrower shall not, and binding on shall not cause its Subsidiaries to, be obligated to pay for any such amounts if such Lender does not notify the Borrower that such additional amounts are owing within 180 days of the date such Lender obtains knowledge thereof. Anything in this Section 4.3 or in Section 4.5 below notwithstanding, if any Lender elects to require payment by the Borrower of any amount under this Section 4.3 or Section 4.5, the Borrower may, within 60 days after the date of receiving notice thereof and so long as no Default shall have occurred and be continuing, elect to terminate such Lender (for purposes of this paragraph, the Terminated Lender) as a party to this Agreement; provided that, concurrently with such termination the Borrower shall (i) if the Agent and each of the Lenders other than the Terminated Lender shall consent, pay the Terminated Lender all principal, interest and fees and other amounts owed to such Terminated Lender through such date of termination or (ii) have arranged for an assignee acceptable to the Agent become a substitute Lender for all purposes under this Agreement in the manner provided in Section 11.11.1; provided further that, prior to substitution for any Terminated Lender, the Borrower shall have given written notice to the Agent of such intention and, if requested by the Borrower, the Lenders (other than the Terminated Lenders) shall have the option, but no obligation, for a period of sixty (60) days after receipt of such notice, to increase their Commitments in order to replace the Terminated Lender.

Increased LIBO Rate Loan Costs, etc. The applicable Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for excluding any increase taken into account amounts, whether or not constituting Taxes, referred to in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and Section 4.6, respectively) that arise in connection with arising as a result of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritygovernmental authority that occurs after (i) in the case of any such increased costs or reduced return in respect of Committed Loans, the date upon which such Lender became a Lender hereunder, and (ii) in the case of any such increased costs or reduced return in respect of Uncommitted Foreign Currency Revolving Loans, the date on which such Lender submitted an Uncommitted Foreign Currency Interest Quote with respect to such Uncommitted Foreign Currency Revolving Loans pursuant to Section 2.4. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower Company in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the applicable Borrower directly to such Term Loan Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritygovernmental authority, except for such changes with respect to increased capital costs and taxes which are governed by Sections 4.5 and 4.6, respectively. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. Without limiting the foregoing, in the event that, as a result of any such change, introduction, adoption or the like described above, the LIBOR Reserve Percentage decreases for any Lender's LIBO Rate Loans, such Lender shall give prompt notice thereof in writing to the Administrative Agent and the Borrower. On the fifth day following delivery of such notice, the LIBO Rate (Reserve Adjusted) attributable to such Lender's LIBO Rate Loans shall be adjusted to give the Borrower the benefit of such decrease (for so long as such decrease shall remain in effect).

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively) that arise arises in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritygovernmental authority, except for such changes with respect to increased capital costs and taxes which are governed by Sections 4.5 and 4.6, respectively. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. Without limiting the foregoing, in the event that, as a result of any such change, introduction, adoption or the like described above, the LIBOR Reserve Percentage decreases for any Lender's LIBO Rate Loans, such Lender shall give prompt notice thereof in writing to the Administrative Agent and the Borrower. The LIBO Rate (Reserve Adjusted) attributable to such Lender's LIBO Rate Loans shall be adjusted to give the Borrower the benefit of such decrease (for so long as such decrease shall remain in effect).

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Provided that each ------------------------------------ Lender requesting reimbursement under this Section 4.3 is then taking the ----------- same action with respect to all other similar loans it has outstanding to other borrowers of a class similar to the Borrowers (including as to the aggregate amount of credit extensions made to such other borrowers), the Borrowers agree to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans caused by the imposition of any reserve requirements (except for any increase taken including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed reserve requirements) required by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritygovernmental authority (including the Bank of England) having authority over any Lender, in each case to the extent not already specifically addressed by the provisions of the definition of "LIBOR Reserve Percentage", except as to any increased cost or reduced amount that results from the imposition of Taxes (liability for which is determined pursuant to Section 4.6). Such Term Loan The Lender requesting ----------- reimbursement under this Section shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower SIHL in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Term Loan Lender within five ten days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers; provided, however, that the Borrowers shall have no obligation to -------- ------- make any payment to any Lender under this Section 4.3 unless SIHL receives notice of such increased costs or reduced amounts within six months after they are incurred or realized. Any Lender claiming any amounts payable pursuant to this Section shall use its commercially reasonable efforts (including to change its applicable lending office with respect to some or all of its LIBO Rate Loans) in order to avoid the need for or reduce the amount of any such additional amounts that would thereafter accrue, so long as such Lender will not be materially disadvantaged and such change is not inconsistent with such Lender's internal policies.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Provided that each Lender requesting reimbursement under this SECTION 4.3 is then taking the same action with respect to all other similar loans it has outstanding to other borrowers of a class similar to the Borrowers (including as to the aggregate amount of credit extensions made to such other borrowers), the Borrowers agree to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans Loans, including any increased costs or reduced returns caused by the imposition of any reserve requirements (except for any increase taken including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed reserve requirements) required by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritygovernmental authority (including the Bank of England) having authority over any Lender, in each case to the extent not already specifically addressed by the provisions of the definition of "LIBOR Reserve Percentage", except as to any increased cost or reduced amount that results from the imposition of Taxes (liability for which is determined pursuant to SECTION 4.6). Such Term Loan The Lender requesting reimbursement under this Section shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower SIHL in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Term Loan Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers. Any Lender claiming any amounts payable pursuant to this Section shall use its commercially reasonable efforts to change its applicable lending office with respect to some or all of its LIBO Rate Loans if the making of such change would avoid the need for or reduce the amount of any such additional amounts that would thereafter accrue, so long as such Lender will not incur any costs that the Borrowers will not agree to reimburse to such Lender and such change is not inconsistent with such Lender's internal policies.

Increased LIBO Rate Loan Costs, etc. The Each Borrower agrees to ----------------------------------- reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans to such Borrower as, or of converting (or of its obligation to convert) any Term such Loans into, LIBO Rate Loans Loans. Such reimbursement obligation shall apply only to the extent such increased cost or reduced sum results from (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectivelya) that arise in connection with any change inin law or regulation (other than any such change which increases reserve costs, to the extent that such increase is included in the calculation of LIBO Rate (Reserve Adjusted) for the relevant Interest Periods) or in the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, interpretation of any law or regulation, directive, guideline, decision regulation or (b) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritypromulgated after the date hereof. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower Borrowers in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the applicable Borrower directly to such Term Loan Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to such Term Loan Lender of, or any reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Regulatory Authoritygovernmental authority, except for such changes with respect to increased capital costs and taxes which are governed by SECTIONS 4.5 and 4.6, respectively. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender within five days (with at least one day being a Business Day) of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. Without limiting the foregoing, in the event that, as a result of any such change, introduction, adoption or the like described above, the LIBOR Reserve Percentage decreases for any Lender's LIBO Rate Loans, such Lender shall give prompt notice thereof in writing to the Administrative Agent and the Borrower. On the first Business Day following delivery of such notice, the LIBO Rate (Reserve Adjusted) attributable to such Lender's LIBO Rate Loans shall be adjusted to give the Borrower the benefit of such decrease (for so long as such decrease shall remain in effect).

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender for any increase in the cost to direct costs incurred by such Term Loan Lender of, or any direct reduction in the amount of any sum receivable by such Term Loan Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account Loans, in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively) that arise in connection with each case arising from any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof ofin applicable law, any law or regulation, directiverule, guideline, decision decree or request (whether regulatory requirement or not having any change after the force of law) date hereof in the interpretation or application by any Governmental Authority of any courtlaw, central bankregulation, regulator rule, decree or other Regulatory Authorityregulatory requirement; provided, however, that the Borrower shall only be obligated to reimburse a Lender in respect of such increases or reductions if such Lender is generally seeking such reimbursement from similar borrowers under similar circumstances and the Borrower shall not be obligated to reimburse a Lender in respect of such increases or reductions in respect of any period prior to notice thereof to the Borrower. Such Term Loan Lender shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit)event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Term Loan Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such Lender shall also promptly notify the Agent and the Borrower in writing if any such event shall no longer be applicable.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Term Loan Lender and each DIP Letter of Credit Issuer for any increase in the cost to such Term Loan Lender or such DIP Letter of Credit Issuer of, or any reduction in the amount of any sum receivable by such Term Loan Lender Credit Party in respect of, such Credit Party’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make, continue make or maintaincontinue) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate Loans (except for any increase taken into account in determining the LIBOR Reserve Percentage and except for increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectivelyLoans) or such Credit Party’s Synthetic Deposit that arise arises in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the date hereof Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any courtGovernmental Authority, central bankexcept for (i) such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, regulator or other Regulatory Authorityrespectively, and (ii) increased costs which are already included in the determination of the Statutory Reserve Rate. Such Term Loan Lender Each affected Credit Party shall use all commercially reasonable efforts to promptly notify the Administrative Agent and the Borrower in writing within 90 days of the occurrence of any such event (which notice shall in any event be delivered no later than 120 days after the audited annual financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligationsevent, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), such notice to state, in reasonable detail, stating the reasons therefor and the additional amount required to fully to compensate such Term Loan Lender Credit Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Term Loan Lender Credit Party within five ten days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such notice shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein.