Common use of Lender Statements; Survival of Indemnity Clause in Contracts

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its LIBOR Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency LIBOR Rate Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section Sections 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency LIBOR Rate Loan shall be calculated as though each Lender funded its Eurocurrency LIBOR Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency LIBOR Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand thirty (30) days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding the foregoing, a Lender shall not be construed have the right to require any Lender to make available its tax returns (request payment of amounts under Sections 3.1, 3.2 or any information relating to its taxes which it deems confidential) 3.5 to the Borrower Representativeextent that such amounts relate to obligations accruing more than one hundred twenty (120) days prior to the date upon which such Lender requests payment from the Borrower, provided however that, if any change in law giving rise to such increased costs is retroactive, then the Parent or any other Person120-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Failure or delay on the part of any Lender or any LC Issuer to demand compensation pursuant to Sections 3.1, 3.2, 3.4 or 3.5 shall not constitute a waiver of such Lender’s or such LC Issuer’s right to demand such compensation; provided that the Borrower shall not be construed required to require compensate a Lender or any Lender to make available its tax returns LC Issuer (or such Lender’s or LC Issuer’s holding company) for any information relating amounts payable pursuant to its taxes which it deems confidential) Section 3.1, 3.2, 3.4 or 3.5 incurred more than 180 days prior to the date such Lender or LC Issuer notifies the Borrower Representativeof the applicable Change in Law (as described in Section 3.1), the Parent applicable Change in Capital Adequacy Regulations (as described in Section 3.2), the applicable event giving rise to funding indemnification (as described in Section 3.4) or the applicable Taxes (as described in Section 3.5) and of such Lender’s or such LC Issuer’s intention, as the case may be, to claim compensation therefor; provided, further that, if any other PersonChange in Law or Change in Capital Adequacy Regulations or Taxes giving rise to such requested amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 ; provided that the Borrower shall not be construed to require any Lender required to make available its tax returns any payments pursuant to Section 3.1, 3.2, 3.4 or 3.5 to a Lender or LC Issuer for any increased costs incurred or reductions suffered more than ninety (or any information relating to its taxes which it deems confidential90) days prior to the date that such Lender or LC Issuer, as the case may be, notifies the Borrower Representativeof the circumstances giving rise to such increased costs or reductions and of such Lender's or the LC Issuer's intention to claim compensation therefor (except that, if the Parent circumstances giving rise to such increased costs or any other Personreductions are retroactive, then the ninety (90) day period referred to above shall be extended to include the period of retroactive effect thereof).

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.34.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or to this Article IV shall deliver a written statement use its reasonable efforts to notify the Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this Article IV shall be in writing and shall state the amount due, if any, under Section 3.14.1, 3.2, 3.4 4.2 or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Rate Loan shall be calculated as though each Lender funded its Eurocurrency Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.14.1, 3.2, 3.4 4.2 and 3.5 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the commercially reasonable judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections 3.1, 3.2, 3.4 or 3.5 in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The Borrower shall not be required to indemnify any Lender pursuant to Section 3.1, 3.2, 3.4 or 3.5 for any amounts paid or losses incurred by such Lender as to which such Lender has not made demand hereunder within 120 days after the date such Lender has actual knowledge of such amounts or losses and their applicability to the lending transactions contemplated hereby. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall use reasonable efforts to give prompt written notice to the Borrower upon becoming aware of the existence of any circumstances that would give rise to a claim for compensation by such Lender under Section 3.1, 3.2 or 3.5 or that would result in the unavailability of Eurocurrency Advances under Section 3.3, but the failure to give such notice shall not affect any of such Lender’s rights hereunder. In determining the amount of compensation under Section 3.1, 3.2 or 3.5, each Lender shall act in good faith, and any demand for compensation under Section 3.1, 3.2 or 3.5 shall be limited to increased costs, reductions in amounts received and reduced returns incurred within 180 days of the date of such demand. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan or Indexed Rate Loan shall be calculated as though each Lender funded its Eurocurrency such Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.13.01, 3.2 3.02 and 3.5 3.05 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.33.03, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.13.01, 3.23.02, 3.4 3.04 or 3.53.05. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such the Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties Borrower shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III 3 for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)delivered. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1Section 3.01, 3.23.02, 3.4 3.04 and 3.5 3.05 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Each Lender shall designate notify the Borrower of any event occurring after the Restatement Effective Date entitling such Lender to compensation under Section 3.1, 3.2, 3.4 or 3.5 as promptly as practicable, but in any event within six (6) months (or such longer period if the event is retroactive), after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within six (6) months (or such longer period if the event is retroactive) after it obtains actual knowledge of such an alternate Lending Installation event, such Lender shall, with respect to its Loans to reduce any liability of the Loan Parties to such Lender compensation payable under Sections 3.1, 3.2 3.2, 3.4 or 3.5 in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and 3.5 after the date six (6) months (or such longer period if the event is retroactive) prior to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3date that such Lender does give such notice. Together with each notice required by the previous sentence, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each any Lender requesting compensation shall deliver a written statement certificate of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement certificate shall (i) set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect manifest error and (ii) set forth that it is the policy or general practice of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware to demand compensation for comparable costs in similar circumstances under comparable provisions of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III other credit agreements for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)comparable customers. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement certificate of any Lender shall be payable on demand within fifteen (15) days after receipt by the Borrower Representative of such written statementcertificate. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender and the LC Issuer shall designate an alternate Lending Installation with respect to its Loans or Facility LCs or participations therein to reduce any liability of the Loan Parties a Borrower to such Lender or the LC Issuer, as the case may be, under Sections 3.1, 3.2 and 3.5 3.1 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances an Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender or the LC Issuer in any material respect. Each Lender or the LC Issuer, as the case may be, shall deliver a written statement of such Lender or the LC Issuer to the applicable Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.53.4. Such written statement shall set forth in reasonable detail the calculations upon which such Lender or the LC Issuer, as the case may be, determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender or the LC Issuer to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Company as determined by such Lender or the LC Issuer, as the case may be, and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan sections shall be calculated as though each Lender funded its Eurocurrency Loan such Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the LC Issuer shall be payable on demand after receipt by the applicable Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 3.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 The Borrowers shall not be construed have no obligation to require compensate any Lender or the LC Issuer with respect to make available its tax returns (amounts provided in Sections 3.4 or 3.6 with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representativedate which is 180 days prior to the date such Lender or the LC Issuer delivers its written statement hereunder requesting compensation (except such longer period during which solely because of the retroactive application of such law, the Parent rule, regulation, policy, guideline or any other Persondirective such Lender did not know in good faith that such amount would arise or accrue).

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender and the LC Issuer shall designate an alternate Lending Installation with respect to its Loans or Facility LCs or participations therein to reduce any liability of the Loan Parties a Borrower to such Lender or the LC Issuer, as the case may be, under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances an Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender or the LC Issuer in any material respect. Each Lender or the LC Issuer, as the case may be, shall deliver a written statement of such Lender or the LC Issuer to the applicable Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 3.2 or 3.53.4. Such written statement shall set forth in reasonable detail the calculations upon which such Lender or the LC Issuer, as the case may be, determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender or the LC Issuer to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Company as determined by such Lender or the LC Issuer, as the case may be, and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan sections shall be calculated as though each Lender funded its Eurocurrency Loan such Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the LC Issuer shall be payable on demand after receipt by the applicable Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 3.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 The Borrowers shall not be construed have no obligation to require compensate any Lender or the LC Issuer with respect to make available its tax returns (amounts provided in Sections 3.1, 3.2, 3.4 or 3.6 with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representativedate which is 180 days prior to the date such Lender or the LC Issuer delivers its written statement hereunder requesting compensation (except such longer period during which solely because of the retroactive application of such law, the Parent rule, regulation, policy, guideline or any other Persondirective such Lender did not know in good faith that such amount would arise or accrue).

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.13.01, 3.2 3.02 and 3.5 3.05 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.33.03, so long as such designation is not, in the commercially reasonable judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.13.01, 3.23.02, 3.4 3.04 or 3.53.05. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections Section 3.01, 3.02, 3.04 or 3.05 in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The Borrower shall not be required to indemnify any Lender pursuant to Section 3.01, 3.02, 3.04 or 3.05 for any amounts paid or losses incurred by such Lender as to which such Lender has not made demand hereunder within 120 days after the date such Lender has actual knowledge of such amounts or losses and their applicability to the lending transactions contemplated hereby. The obligations of each party the Borrower under Sections 3.1Section 3.01, 3.23.02, 3.4 and 3.5 3.04 or 3.05 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections SECTIONS 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section SECTION 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section SECTION 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If The Borrower shall have no obligation to reimburse, compensate or indemnify any Lender with respect to a claim under this ARTICLE III if the Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such the Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections SECTIONS 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the applicable Borrower Representative (with a copy to the Administrative AgentAgent and each applicable Borrower) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers such Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver , and upon reasonable request of such written statement in respect of claims made under Section 3.1Borrower, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of shall promptly provide supporting documentation describing and/or evidencing the applicable event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) amount to the extent not inconsistent with such Lender’s policies or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)applicable law. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within seven (7) Business Days after receipt by the applicable Borrower Representative of such written statement, unless subject to a good faith dispute by such Borrower, notice and details of which was provided to the affected Lender prior to such due date. The obligations of each party Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding the foregoing, the Borrowers shall not be construed to require responsible for any reimbursement of any such amount under Section 3.1, 3.2, 3.4 or 3.5 which shall have accrued and of which the applicable Lender to make available its tax returns (or any information relating shall have become aware more than 180 days prior to its taxes which it deems confidential) delivery to the Borrower Representative, the Parent or any other Personof notice requesting reimbursement thereof.

Lender Statements; Survival of Indemnity. Each Lender agrees to use reasonable efforts to avoid or to minimize any amounts that might otherwise be payable pursuant to Sections 2.10(ii), 3.1, 3.2 and 3.5 hereof; provided, however, that such efforts shall not be required if they may reasonably be expected to cause the imposition on such Lender of any non-de minimis additional costs or legal or regulatory burdens or if they are otherwise deemed by the Lender to be materially disadvantageous to it. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 2.10(ii), 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and and, shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware constitute rebuttable presumptive evidence of the event or occurrence giving rise to correctness of such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)calculations. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after within thirty (30) days of receipt by the Borrower Representative of such written statement. The Borrower shall not be required to indemnify any Lender pursuant to Section 3.1, 3.2, 3.4 or 3.5 for any period which is more than ninety (90) days prior to the date upon which the request for payment therefor is delivered to the Borrower. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or to this Article III shall deliver a written statement use its best efforts to notify the Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this Article III shall be in writing and shall state the amount due, if any, under Section 3.1, 3.2, 3.2 or 3.4 or 3.5. Such written statement and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be finalrebuttably presumed correct for all purposes. Notwithstanding anything in this Agreement to the contrary, conclusive and binding on the Borrowers in the absence of demonstrable error. If Borrower shall not be obligated to pay any Lender fails to deliver such written statement in respect of claims made amount or amounts under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b2.15(E) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period to the extent such amount or amounts result from a Change, law, policy, rule, guideline or directive which took effect more than 180 120 days before prior to the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then of delivery of the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)notice described above. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its applicable Fixed Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency the applicable Fixed Rate Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and (which calculations shall be finalmade in good faith), conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 shall be delivered within 180 90 days after the date on which such Lender becomes aware of such amounts being due and ascertains the event or occurrence giving rise to such claimamount so due, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include final, conclusive and binding on the period Borrower in the absence of retroactive effect thereof)manifest error. Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within 30 days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Loans to reduce any liability of the Loan Parties Borrowers to such Lender under Sections 3.1, 3.2 3.3 and 3.5 3.6 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.33.4, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative Borrowers (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.23.3, 3.4 3.5 or 3.53.6, which amounts shall be calculated in good faith in a manner generally consistent with such Lender's standard practice. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within thirty (30) days after receipt by the Borrower Representative Borrowers of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.23.3, 3.4 3.5 and 3.5 3.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Failure or delay on the part of any Lender or any LC Issuer to demand compensation pursuant to this Section 3.6 shall not constitute a waiver of such Lender's or such LC Issuer's right to demand such compensation; provided that the Borrower shall not be construed required to require compensate a Lender or an LC Issuer for any Lender to make available its tax returns obligations under Sections 3.1, 3.3, 3.5 and 3.6 incurred more than one hundred eighty (or any information relating to its taxes which it deems confidential180) days prior to the date that such Lender or such LC Issuer, as the case may be, notifies the Borrower Representative, the Parent or of any other Personamounts due pursuant to such Sections.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Adjusted LIBO Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 . (b) Notwithstanding any other provision of this Agreement, if any Lender fails to notify the Borrower of any event or circumstance which would entitle such Lender to compensation pursuant to this Article III within 180 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be construed entitled to require compensation from the Borrower for any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) amount arising prior to the date that is 180 days before the date on which such Lender notifies the Borrower Representative, the Parent of such event or any other Personcircumstance.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall use reasonable efforts to give prompt written notice to the Borrower upon becoming aware of the existence of any circumstances that would give rise to a claim for compensation by such Lender under Section 3.1, 3.2 or 3.5 or that would result in the unavailability of Eurodollar Advances under Section 3.3, but the failure to give such notice shall not affect any of such Lender’s rights hereunder. In determining the amount of compensation under Section 3.1, 3.2 or 3.5, each Lender shall act in good faith, and any demand for compensation under Section 3.1, 3.2 or 3.5 shall be limited to increased costs, reductions in amounts received and reduced returns incurred within 180 days of the date of such demand. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower ParentBorrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers ParentBorrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower ParentBorrower Representative of such written statement. The obligations of each party under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative Parent (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Parent in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative Parent of such written statement. The obligations of each party under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation office, branch or Affiliate with respect to its Libor Loans to reduce any liability of the Loan Parties Borrowers to such Lender under Sections 3.12.9, 3.2 2.10 and 3.5 or to avoid the unavailability 2.11 of Term SOFR Advances or Eurocurrency Advances under Section 3.3this Agreement, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in any material respect. Each Lender shall deliver a written statement of such Lender to the Borrower Representative Company (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.12.9, 3.2, 3.4 2.10 or 3.52.11 of this Agreement. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Company as determined by such Lender and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections sections in connection with a Eurocurrency Libor Loan shall be calculated as though each Lender funded its Eurocurrency such Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative Company of such written statement. The obligations of each party the Borrowers under Sections 3.12.9, 3.2, 3.4 2.10 and 3.5 2.11 of this Agreement shall survive the resignation or replacement payment of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations Indebtedness under any Loan Document this Agreement and termination of this Agreement. This Section 3.6 The Borrowers shall not be construed have no obligation to require compensate any Lender with respect to make available its tax returns (or amounts provided in Section 2.10 of this Agreement with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representative, date which is one hundred eighty (180) days prior to the Parent or any other Persondate such Lender delivers its written statement hereunder requesting compensation.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the commercially reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The Borrower shall not be required to indemnify any Lender pursuant to Section 3.1, 3.2, 3.4 or 3.5 for any amounts paid or losses incurred by such Lender as to which such Lender has not made demand hereunder within 120 days after the date such Lender has actual knowledge of such amounts or losses and their applicability to the lending transactions contemplated hereby. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its applicable Fixed Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency the applicable Fixed Rate Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount (which calculations shall be made in good faith) and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within 30 days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding anything to the contrary contained herein, the Borrower shall not be construed required to require make any payments to any Lender pursuant to Section 3.1, 3.2 or 3.4 relating to any period of time which is greater than 90 days prior to such Person’s request for additional payment except for retroactive application of any law, rule or regulation, in which case the Borrower is required to make available its tax returns (or any information relating to its taxes which it deems confidential) to such payments so long as such Person makes a request therefor within 90 days after the Borrower Representative, the Parent or any other Personpublic announcement of such retroactive application.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the applicable Borrower Representative (with a copy to the Administrative AgentAgent and each applicable Borrower) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers such Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver , and upon reasonable request of such written statement in respect of claims made under Section 3.1Borrower, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware shall promptly provide supporting documentation describing and/or evidence of the applicable event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) amount to the extent not inconsistent with such Lender’s policies or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)applicable law. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the applicable Borrower Representative of such written statement. The obligations of each party Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding the foregoing, the Borrowers shall not be construed to require responsible for any reimbursement of any such amount under Section 3.1, 3.2, 3.4 or 3.5 which shall have accrued and of which the applicable Lender to make available its tax returns (or any information relating shall have become aware more than 180 days prior to its taxes which it deems confidential) delivery to the Borrower Representative, the Parent or any other Personof notice requesting reimbursement thereof.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed-Rate Loans to reduce any liability of the Loan Parties any Borrower to such Lender under Sections 3.1, 3.2 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.34.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or to this Article IV shall deliver a written statement use its reasonable efforts to notify the Company and the Administrative Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this Article IV shall be in writing and shall state the amount due, if any, under Section 3.14.1, 3.2, 3.4 4.2 or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed-Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed-Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Fixed-Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Company and the other Borrowers under Sections 3.14.1, 3.2, 3.4 4.2 and 3.5 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably ---------------------------------------- possible, each Lender shall designate an alternate Lending Installation with respect to its Revolving Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section Sections 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Such written statement shall be sent by a Lender within ninety (90) days after such Lender could reasonably calculate the amount due under Sections 3.1, 3.2, 3.4 or 3.5; provided, however, that if a Lender fails to deliver send such written statement within such ninety (90) day period, such Lender shall not be prohibited or restricted from collecting, and Borrower shall indemnify such Lender for, amounts due in respect of claims made under Section 3.1Sections 3.1,3.2, 3.2 3.4 or 3.4 within 180 days 3.5 for periods from and after the date on which ninety (90) days prior to the date that such Lender becomes aware of the event or occurrence giving rise to sends such claimwritten statement, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III but not for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)prior periods. Determination of amounts payable under such Sections in connection with a Eurocurrency Revolving Loan shall be calculated as though each Lender funded its Eurocurrency Revolving Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable rate to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its applicable Fixed Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency the applicable Fixed Rate Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount (which calculations shall be made in good faith) and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within 30 days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding anything to the contrary contained herein, the Borrower shall not be construed required to require make any payments to any Lender pursuant to Sections 3.1, 3.2, 3.4 or 3.5 relating to any period of time which is greater than 90 days prior to such Person’s request for additional payment except for retroactive application of any law, rule or regulation, in which case the Borrower is required to make available its tax returns (or any information relating to its taxes which it deems confidential) to such payments so long as such Person makes a request therefor within 90 days after the Borrower Representative, the Parent or any other Personpublic announcement of such retroactive application.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Term Benchmark Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Benchmark Advances under Section 3.3, so long as (subject to overall policy considerations of such Lender); provided, that such designation is notmade on terms that, in the sole judgment of such Lender, disadvantageous cause such Lender and its lending office(s) to such Lendersuffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 3.1, 3.2, 3.4 or 3.5. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Term Benchmark Loan shall be calculated as though each Lender funded its Eurocurrency Term Benchmark Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Term Benchmark Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower RepresentativeBorrower, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.13.01, 3.2 3.02 and 3.5 3.05 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.33.03, so long as such designation is not, in the commercially reasonable judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.13.01, 3.23.02, 3.4 3.04 or 3.53.05. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections 3.01, 3.02, 3.04 or 3.05 in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The Borrower shall not be required to indemnify any Lender pursuant to Section 3.01, 3.02, 3.04 or 3.05 for any amounts paid or losses incurred by such Lender as to which such Lender has not made demand hereunder within 120 days after the date such Lender has actual knowledge of such amounts or losses and their applicability to the lending transactions contemplated hereby. The obligations of each party the Borrower under Sections 3.13.01, 3.23.02, 3.4 and 3.5 3.04 or 3.05 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. If any Lender becomes entitled to claim any additional amounts pursuant to Sections 3.1, 3.2 or 3.5, Borrower shall not be required to pay the same unless they are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Xxxxxx’s special circumstances. If any Lender becomes entitled to claim any additional amounts pursuant to Sections 3.1, 3.2 or 3.5, such Lender shall provide Borrower with not less than thirty (30) days written notice (with a copy to the Administrative Agent) specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount; provided that Borrower is not required to compensate Lender pursuant to Sections 3.1, 3.2 or 3.5 for any increased costs or reductions incurred more than ninety (90) days prior to the date that such Lender notifies Borrower of the events giving rise to such increased costs or reductions and of such Xxxxxx’s intention to claim compensation therefore. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its SOFR Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency SOFR Loan shall be calculated as though each Lender funded its Eurocurrency SOFR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency SOFR Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender Lender, and the LC Issuer shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender or LC Issuer, as applicable, under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, or the LC Issuer, disadvantageous to such LenderLender or the LC Issuer. Each Lender and the LC Issuer shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender or the LC Issuer determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender or the LC Issuer funded its Eurocurrency each Eurodollar Loan or made any disbursement under each Facility LC, as applicable, through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such LoanLoan or Facility LC, whether or not that is in fact that is the case case, and any amounts owing by Borrower to any Lender or notthe LC Issuer under such Sections shall not be deemed unreasonable or not properly documented as a result of whether or not any Lender funded any Eurodollar Loan or whether or not the LC Issuer made any disbursement under any Facility LC in such manner. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the LC Issuer shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive for 180 days following the resignation or replacement later of (i) the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns , and (or any information relating to its taxes which it deems confidentialii) the date that the event giving rise to the Borrower Representativeobligation occurs (provided that if the event giving rise to the obligation is retroactive, then such 180 day period shall be extended to include the Parent or any other Personperiod of retroactive effect).

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation office, branch or Affiliate with respect to its Libor Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.12.9, 3.2 2.11, 2.20 and 3.5 or to avoid the unavailability 2.21 of Term SOFR Advances or Eurocurrency Advances under Section 3.3this Agreement, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in any material respect. Each If any amount is due to a Lender under Section 2.9, 2.11, 2.20 or 2.21 of this Agreement, then such Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender to other Borrower with credit facilities similar to this Agreement and credit characteristics comparable to the Borrower as determined by such Lender and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections sections in connection with a Eurocurrency Loan Libor Loans shall be calculated as though each Lender funded its Eurocurrency Loan such Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the any written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.12.9, 3.2, 3.4 2.20 and 3.5 2.21 of this Agreement shall survive the resignation or replacement payment of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations Indebtedness under any Loan Document this Agreement and termination of this Agreement. This Section 3.6 The Borrower shall not be construed have no obligation to require compensate any Lender with respect to make available its tax returns (or amounts provided in Sections 2.20 and 2.21 of this Agreement with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representative, date which is ninety (90) days prior to the Parent or any other Persondate such Lender delivers its written statement hereunder requesting compensation.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such the Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties Borrower shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)delivered. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Rate Loans to reduce any liability of the Loan Parties Borrowers to such Lender under Sections 3.1, 3.2 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.34.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or to this Article IV shall deliver a written statement use its reasonable efforts to notify the applicable Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this Article IV shall be in writing and shall state the amount due, if any, under Section 3.14.1, 3.2, 3.4 4.2 or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Rate Loan shall be calculated as though each Lender funded its Eurocurrency Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.14.1, 3.2, 3.4 4.2 and 3.5 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section Sections 3.1, 3.23.5, 3.4 3.6 or 3.53.8. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency LIBOR Rate Loan shall be calculated as though each Lender funded its Eurocurrency LIBOR Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency LIBOR Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within fifteen (15) days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.23.5, 3.4 3.6 and 3.5 3.8 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section Any amounts requested to be payable pursuant to Sections 3.1, 3.5, 3.6 or 3.8 (i) shall be requested in good faith (and not on an arbitrary and capricious basis), and (ii) shall not be construed subject to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) payment to the extent such amounts are suffered more than nine months prior to the date that the Administrative Agent or applicable Lender notifies the Borrower Representativeof the circumstances giving rise to such amounts and of the Administrative Agent’s or applicable Lender’s intention to claim compensation therefor (except that, if any change in law giving rise to such increased costs or reductions is retroactive, then the Parent or any other Personnine month period referred to above shall be extended to include the period of retroactive effect thereof).

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation office, branch or Affiliate with respect to its Libor Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.12.9, 3.2 2.11, 2.19 and 3.5 or to avoid the unavailability 2.20 of Term SOFR Advances or Eurocurrency Advances under Section 3.3this Agreement, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in any material respect. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.12.9, 3.22.11, 3.4 2.19 or 3.52.20 of this Agreement. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender to other Borrower with credit facilities similar to this Agreement and credit characteristics comparable to the Borrower as determined by such Lender and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections sections in connection with a Eurocurrency Loan Libor Loans shall be calculated as though each Lender funded its Eurocurrency Loan such Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.12.9, 3.2, 3.4 2.19 and 3.5 2.20 of this Agreement shall survive the resignation or replacement payment of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations Indebtedness under any Loan Document this Agreement and termination of this Agreement. This Section 3.6 The Borrower shall not be construed have no obligation to require compensate any Lender with respect to make available its tax returns (or amounts provided in Sections 2.19 and 2.20 of this Agreement with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representative, date which is ninety (90) days prior to the Parent or any other Persondate such Lender delivers its written statement hereunder requesting compensation.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans and Multicurrency Loans to reduce any liability of the Loan Parties a Borrower to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in any material respect. Each Lender shall deliver a written statement of such Lender to the applicable Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 3.2 or 3.53.4. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Company as reasonably determined by such Lender and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections sections in connection with a Eurocurrency Loan Eurodollar Loans and Multicurrency Loans shall be calculated as though each Lender funded its Eurocurrency Loan such Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the applicable Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 3.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 The Borrowers shall not be construed have no obligation to require compensate any Lender with respect to make available its tax returns (amounts provided in Sections 3.1, 3.2, 3.4 or 3.6 with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representativedate which is 120 days prior to the date such Lender delivers its written statement hereunder requesting compensation, provided further that, if the Parent event giving rise to such request is due to the retroactive effect of any law, rule or regulation or in the interpretation or application thereof by any other PersonGovernmental Authority or compliance with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed Rate Loans to reduce any liability of the Loan Parties a Borrower to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in any material respect. Each Lender shall deliver a written statement of such Lender to the applicable Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 3.2 or 3.53.4. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Company as determined by such Lender and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections sections in connection with a Eurocurrency Loan Fixed Rate Loans shall be calculated as though each Lender funded its Eurocurrency Loan such Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the applicable Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 3.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 The Borrowers shall not be construed have no obligation to require compensate any Lender with respect to make available its tax returns (amounts provided in Sections 3.1, 3.2, 3.4 or 3.6 with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representative, date which is 120 days prior to the Parent or any other Persondate such Lender delivers its written statement hereunder requesting compensation.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender and the LC Issuer shall designate an alternate Lending Installation with respect to its Loans or Facility LCs or participations therein to reduce any liability of the Loan Parties Borrower to such Lender or the LC Issuer, as the case may be, under Sections 3.1, 3.2 and 3.5 3.1 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances an Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender or the LC Issuer in any material respect. Each Lender or the LC Issuer, as the case may be, shall deliver a written statement of such Lender or the LC Issuer to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.53.4. Such written statement shall set forth in reasonable detail the calculations upon which such Lender or the LC Issuer, as the case may be, determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender or the LC Issuer to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Company as determined by such Lender or the LC Issuer, as the case may be, and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the LC Issuer shall be payable on demand after receipt by the applicable Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 3.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 The Borrower shall not be construed have no obligation to require compensate any Lender or the LC Issuer with respect to make available its tax returns (amounts provided in Sections 3.4 or 3.6 with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representativedate which is 180 days prior to the date such Lender or the LC Issuer delivers its written statement hereunder requesting compensation (except such longer period during which solely because of the retroactive application of such law, the Parent rule, regulation, policy, guideline or any other Persondirective such Lender did not know in good faith that such amount would arise or accrue).

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate take all reasonable actions, including designating an alternate Lending Installation with respect to its Loans Eurodollar Loans, to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Ratable Advances under Section 3.3, so long as such designation action is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the basis for, and the calculations upon which such Lender determined determined, such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate or Eurodollar Bid Rate, as the case may be, applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. All claims for additional costs under this Article 3 shall be provided to Borrower within six months after the applicable Lender has knowledge of the events giving rise to such additional cost. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed-Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Section 2.14(E) or Sections 3.1, 3.2 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.34.3, so long as such designation is notnot materially disadvantageous, in the judgment of such the Lender, disadvantageous to such Lender. Each Lender Any demand for compensation pursuant to Section 2.14(E) or this Article IV shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to be in writing and shall state the amount due, if any, under Section 3.12.14(E), 3.24.1, 3.4 4.2, or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive conclusive, and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed-Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed-Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.12.14(E), 3.24.1, 3.4 and 3.5 4.2, or 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require If the obligation of any Lender to make available its tax returns (a Loan has been suspended under this Article IV for more than three consecutive months, or any information relating to its taxes which it deems confidential) Lender has requested compensation under this Article IV, then the Borrower, provided no Default exists, shall have the right, subject to the Borrower RepresentativeAdministrative Agent’s prior written consent (such consent not to be unreasonably withheld), the Parent or any other Person.to substitute a financial institution for such

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Loans to reduce any liability of the Loan Parties Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Ratable Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative Borrowers (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate or Eurocurrency Bid Rate, as the case may be, applicable to such Loan, whether in fact that is the case or not; provided, that such Lender need not disclose any information that is confidential or to the extent prohibited by law or regulation. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative Borrowers of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding any contrary provision of this Article III, no Borrower shall not be construed required to require make any payments to any Lender pursuant to make available its tax returns (Sections 3.1 or any information relating 3.2 with respect to its taxes which it deems confidential) periods of time more than 90 days prior to the Borrower Representative, date upon which such Lender’s written statement in accordance with the Parent or any other Personterms of this Section 3.7 is first delivered to the applicable Borrower.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the basis and calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Adjusted LIBO Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections Section 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This ; provided, that notwithstanding the foregoing, if any Lender fails to notify the Borrower of any event or circumstance that will entitle such Lender to compensation pursuant to Section 3.6 3.1, 3.2, 3.4 or 3.5 within 180 days after such Lender obtains actual knowledge of such event or circumstance, then such Lender shall not be construed entitled to require compensation from the Borrower for any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) such amount arising prior to the date which is 180 days before the date on which such Lender notifies the Borrower Representative, the Parent of such event or any other Personcircumstance.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative Company (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative Company of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Failure or delay on the part of any Lender or any LC Issuer to demand compensation pursuant to Sections 3.1, 3.2, 3.4 or 3.5 shall not constitute a waiver of such Lender’s or such LC Issuer’s right to demand such compensation; provided that the Borrower shall not be construed required to require compensate a Lender or any Lender to make available its tax returns LC Issuer (or such Lender’s or LC Issuer’s holding company) for any information relating amounts payable pursuant to its taxes which it deems confidential) Section 3.1, 3.2, 3.4 or 3.5 incurred more than 180 days prior to the Borrower Representativedate such Lender or LC Issuer notifies the Borrowers of the applicable Change in Law (as described in Section 3.1), the Parent applicable Change in Capital Adequacy Regulations (as described in Section 3.2), the applicable event giving rise to funding indemnification (as described in Section 3.4) or the applicable Taxes (as described in Section 3.5) and of such Lender’s or such LC Issuer’s intention, as the case may be, to claim compensation therefor; provided, further that, if any other PersonChange in Law or Change in Capital Adequacy Regulations or Taxes giving rise to such requested amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Rate Loans to reduce any liability of the Loan Parties Holdings to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or to this Article III shall deliver a written statement use its best efforts to notify Holdings and the Administrative Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this Article III shall be in writing and shall state the amount due, if any, under Section 3.1, 3.2, 3.2 or 3.4 or 3.5. Such written statement and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be finalrebuttably presumed correct for all purposes. Notwithstanding anything in this Agreement to the contrary, conclusive and binding on neither Holdings nor any of the other Borrowers in the absence of demonstrable error. If shall be obligated to pay any Lender fails to deliver such written statement in respect of claims made amount or amounts under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b2.15(E) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period to the extent such amount or amounts result from a Change, law, policy, rule, guideline or directive which took effect more than 180 120 days before prior to the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then of delivery of the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)notice described above. Determination of amounts payable under such Sections in connection with a Eurocurrency Rate Loan shall be calculated as though each Lender funded its Eurocurrency Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1‎3.1, 3.2‎3.2, 3.4 ‎3.4 or 3.5‎3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1‎3.1, 3.2‎3.2, 3.4 ‎3.4 and 3.5 ‎3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Failure or delay on the part of any Lender or any LC Issuer to demand compensation pursuant to Sections ‎3.1, ‎3.2, ‎3.4 or ‎3.5 shall not constitute a waiver of such Lender’s or such LC Issuer’s right to demand such compensation; provided that the Borrower shall not be construed required to require compensate a Lender or any Lender to make available its tax returns LC Issuer (or such Lender’s or LC Issuer’s holding company) for any information relating amounts payable pursuant to its taxes which it deems confidential) Section ‎3.1, ‎3.2, ‎3.4 or ‎3.5 incurred more than 180 days prior to the date such Lender or LC Issuer notifies the Borrower Representativeof the applicable Change in Law (as described in Section ‎3.1), the Parent applicable Change in Capital Adequacy Regulations (as described in Section ‎3.2), the applicable event giving rise to funding indemnification (as described in Section ‎3.4) or the applicable Taxes (as described in Section ‎3.5) and of such Lender’s or such LC Issuer’s intention, as the case may be, to claim compensation therefor; provided, further that, if any other PersonChange in Law or Change in Capital Adequacy Regulations or Taxes giving rise to such requested amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Failure or delay on the part of any Lender to demand compensation pursuant to Sections 3.1, 3.2, 3.4 or 3.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be construed required to require any compensate a Lender to make available its tax returns (or such Lender’s Parent) for any information relating amounts payable pursuant to its taxes which it deems confidential) Section 3.1, 3.2, 3.4 or 3.5 incurred more than 180 days prior to the date such Lender notifies the Borrower Representativeof the applicable Change in Law (as described in Section 3.1), the Parent applicable Change in Capital Adequacy Regulations (as described in Section 3.2), the applicable event giving rise to funding indemnification (as described in Section 3.4) or the applicable Taxes (as described in Section 3.5) and of such Lender’s intention, as the case may be, to claim compensation therefor; provided, further that, if any other PersonChange in Law or Change in Capital Adequacy Regulations or Taxes giving rise to such requested amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.13.01, 3.2 3.02 and 3.5 3.05 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.33.03, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.13.01, 3.23.02, 3.4 3.04 or 3.53.05. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such the Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III 3 for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)delivered. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1Section 3.01, 3.23.02, 3.4 3.04 and 3.5 3.05 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower ParentBorrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers ParentBorrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower ParentBorrower Representative of such written statement. The obligations of each party under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.Section

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, SECTIONS 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section SECTION 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to SECTION 2.15(E) or this ARTICLE III shall deliver a written statement use its best efforts to notify the Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation as soon as practicable but not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this ARTICLE III shall be in writing and shall state the amount due, if any, under Section SECTION 3.1, 3.2, 3.2 or 3.4 or 3.5. Such written statement and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be finalrebuttably presumed correct for all purposes. Notwithstanding anything in this Agreement to the contrary, conclusive and binding on the Borrowers in Borrower shall not be obligated to pay any amount or amounts under SECTION 2.15(E) or this Article III to the absence extent such amount or amounts result from a Change, law, policy, rule, guideline or directive which took effect more than ninety (90) days prior to the date of demonstrable error. If delivery of the notice described above, provided that the foregoing shall not limit the right of any Lender fails to deliver demand or receive such written statement in respect compensation to the extent such compensation relates to the retroactive application of claims made under Section 3.1any Change, 3.2 law, policy, rule, guideline or 3.4 directive if such notice is given within 180 90 days after the date on which implementation of such Lender becomes aware of the event Change, law, policy, rule, guideline or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)directive. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections SECTIONS 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to The obligations of the Borrower Representativeunder SECTIONS 3.1, 3.2 and 3.4 shall survive the Parent replacement of a Lender pursuant to SECTION 2.20 or any other Personthe assignment by a Lender of all of its rights and obligations under the Agreement pursuant to SECTION 12.3. ARTICLE IV.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Fixed Rate Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section Sections 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Fixed Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 CONDITIONS PRECEDENT Initial Advance. The Lenders shall not be construed to require any Lender required to make available its tax returns the initial Advance hereunder unless (a) the Borrower shall, prior to or any information relating to its taxes which it deems confidential) concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower Representativeshall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the Parent or any other Person.following: The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and the Subsidiary Guaranty;

Lender Statements; Survival of Indemnity. To If, in respect of any Lender, circumstances arise which result in an increase in the liability of the Borrower to such Lender under Section 3.1 or 3.2 then, without in any way limiting, reducing or otherwise qualifying the Borrower's obligations under any of the Sections referred to above in this Section 3.4, such Lender shall promptly upon becoming aware of such circumstances notify the Agent thereof and such Lender shall, in consultation with the Agent and the Borrower and to the extent that it can do so without disadvantaging itself, take such reasonable steps as may be reasonably possibleopen to it to mitigate the effects of such circumstances (including, each Lender shall designate without limitation, the designation of an alternate Lending Installation or the transfer of its Percentage of the Advance to another Lending Installation). If and so long as a Lender has been unable to take, or has not taken, steps acceptable to the Borrower, to assign all its rights and obligations herein to another Person nominated by the Borrower with the approval of the Agent (which shall not be unreasonably withheld) and willing to participate in the facility in place of such Lender; provided that: (i) the assigning Lender receives repayment of all amounts then owing to it with respect to its Loans to reduce any liability the Facility, and (ii) such Person satisfies all of the Loan Parties to requirements of this Agreement. Notwithstanding any such Lender assignment, the obligations of the Borrower under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as 3.3 shall survive any such designation is not, in the judgment of such Lender, disadvantageous to assignment and be enforceable by such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section Sections 3.1, 3.2, 3.4 3.2 or 3.53.3 hereof. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan LIBOR Advance shall be calculated as though each Lender funded its Eurocurrency Loan LIBOR Advance through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency LIBOR Rate applicable to such LoanAdvance, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by Borrower of the Borrower Representative of such written statement. The obligations of each party Borrower under Sections 3.1, 3.2, 3.4 3.2 and 3.5 3.3 hereof shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the good faith judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections Section 3.1, 3.2, 3.4 and or 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 If any Lender fails to notify the Borrower of any event or circumstance that will entitle such Lender to compensation pursuant to Sections 3.1, 3.2 or 3.5 within 90 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be construed entitled to require receive such compensation from the Borrower for any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) amount arising prior to the date that is 90 days before the date on which such Lender notifies the Borrower Representative, the Parent of such event or any other Personcircumstance.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each possible Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender Lender, as applicable, under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency each Eurodollar Loan or made any disbursement under each Facility LC, as applicable, through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such LoanLoan or Facility LC, whether or not that is in fact that is the case case, and any amounts owing by Borrower to Lender under such Sections shall not be deemed unreasonable or notnot properly documented as a result of whether or not Lender funded any Eurodollar Loan or whether or not Lender made any disbursement under any Facility LC in such manner. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive for 180 days following the resignation or replacement later of (i) the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns , and (or any information relating to its taxes which it deems confidentialii) the date that the event giving rise to the Borrower Representativeobligation occurs (provided that if the event giving rise to the obligation is retroactive, then such 180 day period shall be extended to include the Parent or any other Personperiod of retroactive effect).

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its applicable SOFR Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5 or to avoid the unavailability of Term the applicable SOFR Advances or Eurocurrency Advances under Section 3.3Loans, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount (which calculations shall be made in good faith) and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency SOFR Loan shall be calculated as though each Lender funded its Eurocurrency SOFR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within 30 days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding anything to the contrary contained herein, the Borrower shall not be construed required to require make any payments to any Lender pursuant to Section 3.1, 3.2 or 3.4 relating to any period of time which is greater than 90 days prior to such Person’s request for additional payment except for retroactive application of any law, rule or regulation, in which case (a) the Borrower is required to make available its tax returns such payments so long as such Person makes a request therefor within 90 days after the public announcement of such retroactive application and (or any information relating b) the 90-day period referred to its taxes which it deems confidential) above shall be extended to include the Borrower Representative, the Parent or any other Personperiod of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its applicable Fixed Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency the applicable Fixed Rate Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount (which calculations shall be made in good faith) and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within 30 days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding anything to the contrary contained herein, the Borrower shall not be construed required to require make any payments to any Lender pursuant to Section 3.1, 3.2, 3.4 or 3.5 relating to any period of time which is greater than 90 days prior to such Person’s request for additional payment except for retroactive application of any law, rule or regulation, in which case the Borrower is required to make available its tax returns (or any information relating to its taxes which it deems confidential) to such payments so long as such Person makes a request therefor within 90 days after the Borrower Representative, the Parent or any other Personpublic announcement of such retroactive application.

Lender Statements; Survival of Indemnity. To the extent reasonably ---------------------------------------- possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall use reasonable efforts to give prompt written notice to the Borrower upon becoming aware of the existence of any circumstances that would give rise to a claim for compensation by such Lender under Section 3.1, 3.2 or 3.5 or that would result in the unavailability of Eurodollar Advances under Section 3.3, but the failure to give such notice shall not affect any of such Lender's rights hereunder. In determining the amount of compensation under Section 3.1, 3.2 or 3.5, each Lender shall act in good faith, and any demand for compensation under Section 3.1, 3.2 or 3.5 shall be limited to increased costs, reductions in amounts received and reduced returns incurred within 180 days of the date of such demand. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation Office with respect to its SOFR Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section Sections 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency SOFR Loan shall be calculated as though each Lender funded its Eurocurrency SOFR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate SOFR applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand thirty (30) days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding the foregoing, a Lender shall not be construed have the right to require any Lender to make available its tax returns (request payment of amounts under Sections 3.1, 3.2 or any information relating to its taxes which it deems confidential) 3.5 to the Borrower Representativeextent that such amounts relate to obligations accruing more than one hundred twenty (120) days prior to the date upon which such Lender requests payment from the Borrower, provided however that, if any Change in Law giving rise to such increased costs is retroactive, then the Parent or any other Person120-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1‎3.1, 3.2‎3.2, 3.4 ‎3.4 or 3.5‎3.5. Such 12660163v2 written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1‎3.1, 3.2‎3.2, 3.4 ‎3.4 and 3.5 ‎3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Failure or delay on the part of any Lender or any LC Issuer to demand compensation pursuant to Sections ‎3.1, ‎3.2, ‎3.4 or ‎3.5 shall not constitute a waiver of such Lender’s or such LC Issuer’s right to demand such compensation; provided that the Borrower shall not be construed required to require compensate a Lender or any Lender to make available its tax returns LC Issuer (or such Lender’s or LC Issuer’s holding company) for any information relating amounts payable pursuant to its taxes which it deems confidential) Section ‎3.1, ‎3.2, ‎3.4 or ‎3.5 incurred more than 180 days prior to the date such Lender or LC Issuer notifies the Borrower Representativeof the applicable Change in Law (as described in Section ‎3.1), the Parent applicable Change in Capital Adequacy Regulations (as described in Section ‎3.2), the applicable event giving rise to funding indemnification (as described in Section ‎3.4) or the applicable Taxes (as described in Section ‎3.5) and of such Lender’s or such LC Issuer’s intention, as the case may be, to claim compensation therefor; provided, further that, if any other PersonChange in Law or Change in Capital Adequacy Regulations or Taxes giving rise to such requested amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. (a) To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 3.1 and 3.5 3.4 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.33.2, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 3.3 or 3.53.4. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Adjusted LIBO Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.3 and 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 . (b) Notwithstanding any other provision of this Agreement, if any Lender fails to notify the Borrower of any event or circumstance which would entitle such Lender to compensation pursuant to this Article III within 120 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be construed entitled to require compensation from the Borrower for any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) amount arising prior to the date that is 120 days before the date on which such Lender notifies the Borrower Representative, the Parent of such event or any other Personcircumstance.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed Rate Loans to reduce any liability of the Loan Parties Brightpoint to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or to this Article III shall deliver a written statement use its reasonable efforts to notify Brightpoint and the Administrative Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive; provided, that failure to give such notice shall not affect any obligations of the Borrower Representative (Borrowers hereunder with a copy respect thereto. Any demand for compensation pursuant to the Administrative Agent) as to this Article III shall be in writing and shall state the amount due, if any, under Section 3.1, 3.2, 3.2 or 3.4 or 3.5. Such written statement and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Fixed Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed Rate Loans to reduce any liability of the Loan Parties a Borrower to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in any material respect. Each Lender shall deliver a written statement of such Lender to the applicable Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 3.2 or 3.53.4. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Company as determined by such Lender and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections sections in connection with a Eurocurrency Loan Fixed Rate Loans shall be calculated as though each Lender funded its Eurocurrency Loan such Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the applicable Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 3.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 The Borrowers shall not be construed have no obligation to require compensate any Lender with respect to make available its tax returns (amounts provided in Sections 3.1, 3.2, 3.4 or 3.6 with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representative, date which is 120 days prior to the Parent or any other Persondate such Lender delivers its written statement hereunder requesting compensation.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.34.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or this Article IV shall deliver a written statement use its best efforts to notify the Borrower and the Agent in writing of any Change in Capital Adequacy, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change in Capital Adequacy, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this Article IV shall be in writing and shall state the amount due, if any, under Section 3.14.1, 3.2, 3.4 4.2 or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Rate Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.14.1, 3.2, 3.4 4.2 and 3.5 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its applicable Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency the applicable Eurodollar Ratable Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount (which calculations shall be made in good faith) and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within 30 days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding anything to the contrary contained herein, the Borrower shall not be construed required to require make any payments to any Lender pursuant to Section 3.1, 3.2 or 3.4 relating to any period of time which is greater than 90 days prior to such Person’s request for additional payment except for retroactive application of any law, rule or regulation, in which case the Borrower is required to make available its tax returns (or any information relating to its taxes which it deems confidential) to such payments so long as such Person makes a request therefor within 90 days after the Borrower Representative, the Parent or any other Personpublic announcement of such retroactive application.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Alternate Lending Installation with respect to its Fixed Rate Loans to reduce any liability of the Loan Parties Brightpoint or BPI to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.14(E) or to this Article III shall deliver a written statement use its reasonable efforts to notify Brightpoint and the Administrative Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive; provided, that failure to give such notice shall not affect any obligations of the Borrower Representative (Borrowers hereunder with a copy respect thereto. Any demand for compensation pursuant to the Administrative Agent) as to this Article III shall be in writing and shall state the amount due, if any, under Section 3.1, 3.2, 3.2 or 3.4 or 3.5. Such written statement and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit 66 76 used as a reference in determining the Eurocurrency Fixed Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative Company (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative Company of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Failure or delay on the part of any Lender or any LC Issuer to demand compensation pursuant to Sections 3.1, 3.2, 3.4 or 3.5 shall not constitute a waiver of such Lender’s or such LC Issuer’s right to demand such compensation; provided that the Borrower shall not be construed required to require compensate a Lender or any Lender to make available its tax returns LC Issuer (or such Lender’s or LC Issuer’s holding company) for any information relating amounts payable pursuant to its taxes which it deems confidential) Section 3.1, 3.2, 3.4 or 3.5 incurred more than 180 days prior to the Borrower Representativedate such Lender or LC Issuer notifies the Borrowers of the applicable Change in Law (as described in Section 3.1), the Parent applicable Change in Capital Adequacy Regulations (as described in Section 3.2), the applicable event giving rise to funding indemnification (as described in Section 3.4) or the applicable Taxes (as described in Section 3.5) and of such Lender’s or such LC Issuer’s intention, as the case may be, to claim compensation therefor; provided further that, if any other PersonChange in Law or Change in Capital Adequacy Regulations or Taxes giving rise to such requested amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 SECTIONS 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3SECTION 4.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to SECTION 2.15(E) or this ARTICLE IV shall deliver a written statement use its best efforts to notify the Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this ARTICLE IV shall be in writing and shall state the amount due, if any, under Section 3.1SECTION 4.1, 3.2, 3.4 4.2 or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Rate Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1SECTIONS 4.1, 3.2, 3.4 4.2 and 3.5 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections SECTIONS 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section SECTION 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section SECTION 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in -23- reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If The Borrower shall have no obligation to reimburse, compensate or indemnify any Lender with respect to a claim under this ARTICLE III if the Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such the Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections SECTIONS 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency each Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether or not that is in fact that is the case case, and any amounts owing by Borrower to any Lender under such Sections shall not be deemed unreasonable or notnot properly documented as a result of whether or not any Lender funded any Eurodollar Loan in such manner. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive for 180 days following the resignation or replacement later of (i) the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns , and (or any information relating to its taxes which it deems confidentialii) the date that the event giving rise to the Borrower Representativeobligation occurs (provided that if the event giving rise to the obligation is retroactive, then such 180 day period shall be extended to include the Parent or any other Personperiod of retroactive effect).

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.34.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.13(E) or to this Article IV shall deliver a written statement use its reasonable efforts to notify the Borrower and the Administrative Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this Article IV shall be in writing and shall state the amount due, if any, under Section 3.14.1, 3.2, 3.4 4.2 or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and state that such calculation has been made in a manner consistent with the treatment generally accorded other borrowers. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Rate Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.14.1, 3.2, 3.4 4.2 and 3.5 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Each Lender shall use commercially reasonable efforts to (a) promptly notify Visa Inc. or the applicable Borrower of any event or condition which has resulted or is reasonably likely to result in any liability of Visa Inc. or such Borrower to such Lender under Section 3.1, 3.2 or 3.5 or the unavailability of Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans under Section 3.3 and (b) designate an alternate Lending Installation with respect to its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans, as applicable, or take such other appropriate actions, in each case to reduce any liability of the Loan Parties Visa Inc. or such Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances Eurocurrency Loans, Foreign Currency Swing Loans or Eurocurrency Advances Euro Swing Loans under Section 3.3, so long as such designation is or other appropriate actions are not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to Visa Inc. or the applicable Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Visa Inc. or such Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan Loan, Foreign Currency Swing Loans and Euro Swing Loans shall be calculated as though each the applicable Lender funded its Eurocurrency Loan Loan, Foreign Currency Swing Loans or Euro Swing Loan, as the case may be, through the purchase of a deposit of the type Type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by Visa Inc. or the applicable Borrower Representative of such written statement. The obligations of each party Visa Inc. or the applicable Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed-Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 SECTIONS 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3SECTION 4.3, so long as such designation is notnot materially disadvantageous, in the judgment of such the Lender, disadvantageous to such Lender. Each Lender Any demand for compensation pursuant to SECTION 2.14(E) or this ARTICLE IV shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to be in writing and shall state the amount due, if any, under Section 3.1SECTION 2.14(E), 3.24.1, 3.4 4.2, or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive conclusive, and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed-Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed-Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1SECTIONS 2.14(E), 3.24.1, 3.4 and 3.5 4.2, or 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require If the obligation of any Lender to make available its tax returns (a Loan has been suspended under this ARTICLE IV for more than three consecutive months, or any information relating to its taxes which it deems confidential) Lender has requested compensation under this ARTICLE IV, then the Borrower, provided no Default exists, shall have the right, subject to the Borrower RepresentativeAdministrative Agent's prior written consent (such consent not to be unreasonably withheld), to substitute a financial institution for such Lender. Such substitution shall result in such financial institution acquiring such Lender's rights, duties and obligations hereunder and assuming such Lender's Revolving Loan Commitment hereunder. Upon such acquisition and assumption, the Parent or any other Personobligations of the Lender subject thereto shall be discharged, such Lender's Revolving Loan Commitment shall be reduced to zero, and such Lender shall cease to be obligated to make further Revolving Loans.

Lender Statements; Survival of Indemnity. If any Lender becomes entitled to claim any additional amounts pursuant to Sections 3.1, 3.2 or 3.5, Borrower shall not be required to pay the same unless they are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Xxxxxx’s special circumstances. If any Lender becomes entitled to claim any additional amounts pursuant to Sections 3.1, 3.2 or 3.5, such Lender shall provide Borrower with not less than thirty (30) days written notice (with a copy to the Administrative Agent) specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount; provided that Borrower is not required to compensate Lender pursuant to Sections 3.1, 3.2 or 3.5 for any increased costs or reductions incurred more than ninety (90) days prior to the date that such Lender notifies Borrower of the events giving rise to such increased costs or reductions and of such Xxxxxx’s intention to claim compensation therefore. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its SOFR Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Rate Advances under Section 3.32.16, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency SOFR Rate Loan shall be calculated as though each Lender funded its Eurocurrency SOFR Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency SOFR Base Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand thirty (30) days after receipt by the Borrower Representative of such written statement. The obligations of each party Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.- 70 - US_Active\121281000US_ACTIVE\127990919\V-10-8

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 ; provided, that notwithstanding anything herein to the contrary, the Borrower shall not be construed liable for and shall not be required to require compensate or indemnify any Lender or the LC Issuer for any amount or amounts pursuant to make available its tax returns (Section 3.1, 3.2 or any information relating to its taxes which it deems confidential) to 3.4 unless a demand is made upon the Borrower Representative, within 120 days after the Parent date upon which the applicable Lender's or any other PersonLC Issuer's right to reimbursement arises.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Failure or delay on the part of any Lender to demand compensation pursuant to Sections 3.1, 3.2, 3.4 or 3.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be construed required to require any compensate a Lender to make available its tax returns (or such Lender’s holding company) for any information relating amounts payable pursuant to its taxes which it deems confidential) Section 3.1, 3.2, 3.4 or 3.5 incurred more than 180 days prior to the date such Lender notifies the Borrower Representativeof the applicable Change in Law (as described in Section 3.1), the Parent applicable Change in Capital Adequacy Regulations (as described in Section 3.2), the applicable event giving rise to funding indemnification (as described in Section 3.4) or the applicable Taxes (as described in Section 3.5) and of such Lender’s intention, as the case may be, to claim compensation therefor; provided further that, if any other PersonChange in Law or Change in Capital Adequacy Regulations or Taxes giving rise to such requested amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, SECTIONS 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section SECTION 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to SECTION 2.14(E) or to this ARTICLE III shall deliver a written statement use its best efforts to notify the Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than sixty (60) days following the date upon which the responsible account officer of such Lender knows of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this ARTICLE III shall be in writing and shall state the amount due, if any, under Section SECTION 3.1, 3.2, 3.2 or 3.4 or 3.5. Such written statement and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be finalrebuttably presumed correct for all purposes. Notwithstanding anything in this Agreement to the contrary, conclusive and binding on the Borrowers in the absence of demonstrable error. If Borrower shall not be obligated to pay any Lender fails amount or amounts under SECTION 2.14(E) or this ARTICLE III resulting from (i) a Change, law, policy, rule, guideline or directive which amount or amounts accrued more than ninety (90) days prior to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of delivery of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a)notice described above, (bii) a Change, law, policy, rule or (c), within 180 days after directive taking effect prior to the date any amount Lender becomes a Lender pursuant to the terms hereof, or (iii) such Lender's change of its Lending Installation (unless such Lender's change in its Lending Installation is paid by such Lender or such Lender receives actual written notice made pursuant to the first sentence of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereofSECTION 3.5). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections SECTIONS 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement payment of the Administrative Agent or any assignment of rights byObligations, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge Letters of the Obligations under any Loan Document Credit and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.13.01, 3.2 3.02 and 3.5 3.05 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.33.03, so long as such designation is not, in the commercially reasonable judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.13.01, 3.23.02, 3.4 3.04 or 3.53.05. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections Section 3.01, 3.02, 3.04 or 3.05 in connection with a Eurocurrency Loan Eurodollar Advance shall be calculated as though each Lender funded its Eurocurrency Loan Eurodollar Advance through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The Borrower shall not be required to indemnify any Lender pursuant to Section 3.01, 3.02, 3.04 or 3.05 for any amounts paid or losses incurred by such Lender as to which such Lender has not made demand hereunder within 120 days after the date such Lender has actual knowledge of such amounts or losses and their applicability to the lending transactions contemplated hereby. The obligations of each party the Borrower under Sections 3.1Section 3.01, 3.23.02, 3.4 and 3.5 3.04 or 3.05 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, ---------------------------------------- each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans, Korean Eurodollar Loans or Korean Won Loans to reduce any liability of the Loan Parties Borrowers to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to ------------ --- avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3, so long as ----------- such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in its sole determination. Each Lender requiring compensation pursuant to Section 2.10(E) --------------- or to this Article III shall deliver a written statement use its reasonable efforts to notify the Company ----------- and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than sixty (60) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive; provided, that failure to give such notice shall not -------- affect any obligations of the Borrower Representative Borrowers hereunder with respect thereto; provided, further that for each such Change, law policy, rule, guideline or -- ------- directive giving rise to such demand, such reimbursement obligations shall be limited to an amount equal to costs incurred sixty (with a copy 60) days prior to the Administrative Agent) as such notice and thereafter. Any demand for compensation pursuant to this Article ------- III shall be in writing and shall state the amount due, if any, under Section -- ------- 3.1, 3.2, 3.2 or 3.4 or 3.5. Such written statement and shall set forth in reasonable detail the calculations upon --- --- --- which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan, Korean Eurodollar Loan or Korean Won Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan, Korean Eurodollar Loan or Korean Won Loan, as applicable through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate, Korean Eurodollar Rate or Korean CD Rate, as applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement payment of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the ------------- --- --- Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, SECTIONS 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section SECTION 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to SECTION 2.15(E) or to this ARTICLE III shall deliver a written statement use its best efforts to notify the Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation as soon as practicable but not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this ARTICLE III shall be in writing and shall state the amount due, if any, under Section SECTION 3.1, 3.2, 3.2 or 3.4 or 3.5. Such written statement and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be finalrebuttably presumed correct for all purposes. Notwithstanding anything in this Agreement to the contrary, conclusive and binding on the Borrowers in the absence of demonstrable error. If Borrower shall not be obligated to pay any Lender fails to deliver such written statement in respect of claims made amount or amounts under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (bSECTION 2.15(E) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period to the extent such amount or amounts result from a Change, law, policy, rule, guideline or directive which took effect more than 180 ninety (90) days before prior to the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then of delivery of the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)notice described above. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections SECTIONS 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to The obligations of the Borrower Representativeunder SECTIONS 3.1, 3.2 and 3.4 shall survive the Parent replacement of a Lender pursuant to SECTION 2.20 or any other Personthe assignment by a Lender of all of its rights and obligations under the Agreement pursuant to SECTION 12.3.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its LIBOR Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency LIBOR Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency LIBOR Loan shall be calculated as though each Lender funded its Eurocurrency LIBOR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency LIBOR Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 ; provided, that notwithstanding anything herein to the contrary, the Borrower shall not be construed liable for and shall not be required to require compensate or indemnify any Lender or the LC Issuer for any amount or amounts pursuant to make available its tax returns (Section 3.1, 3.2 or 3.4 unless a demand is made upon the Borrower within 120 days after the date upon which the applicable Lender’s or LC Issuer’s right to reimbursement arises. If any Lender requests compensation under Section 3.1, 3.2 or 3.4, or if the Borrower is required to pay any additional amount to any Lender or any information relating governmental authority for the account of any Lender pursuant to its taxes which it deems confidential) to Section 3.5, the Borrower Representative, the Parent or any other Personmay replace such Lender in accordance with Section 9.16.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5; provided, that the Borrower shall not be obligated to pay any amount or amounts under Section 3.1, 3.2, 3.4 or 3.5 to the extent such statement shall include amounts which an officer of the Administrative Agent or the affected Lender responsible for the administration of this Agreement shall have had actual knowledge for more than one hundred eighty (180) days prior to the date of such statement. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed Rate Loans to reduce any liability of the Loan Parties Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Fixed Rate Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative Borrowers (with a copy to the Administrative Agent) as to the amount due, if any, under Section Sections 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Fixed Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative Borrowers of such written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 CONDITIONS PRECEDENT Initial Advance. The Lenders shall not be construed to require any Lender required to make available its tax returns the initial Advance hereunder unless (a) the Borrowers shall, prior to or any information relating to its taxes which it deems confidential) concurrently with such initial Advance, have paid all fees due and payable to the Borrower RepresentativeLenders and the Administrative Agent hereunder, and (b) the Borrowers shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the Parent or any other Person.following: The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, and the Subordination Agreement;

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed-Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.34.3, so long as such designation is notnot materially disadvantageous, in the judgment of such the Lender, disadvantageous to such Lender. Each Lender Any demand for compensation pursuant to Section 2.14(E) or this Article IV shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to be in writing and shall state the amount due, if any, under Section 3.12.14(E), 3.24.1, 3.4 4.2, or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive conclusive, and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Fixed-Rate Loan shall be calculated as though each Lender funded its Eurocurrency Fixed-Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.12.14(E), 3.24.1, 3.4 and 3.5 4.2, or 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require If the obligation of any Lender to make available its tax returns (a Loan has been suspended under this Article IV for more than three consecutive months, or any information relating to its taxes which it deems confidential) Lender has requested compensation under this Article IV, then the Borrower, provided no Default exists, shall have the right, subject to the Borrower RepresentativeAdministrative Agent’s prior written consent (such consent not to be unreasonably withheld), to substitute a financial institution for such Lender. Such substitution shall result in such financial institution acquiring such Lender’s rights, duties and obligations hereunder and assuming such Lender’s Revolving Loan Commitment hereunder. Upon such acquisition and assumption, the Parent or any other Personobligations of the Lender subject thereto shall be discharged, such Lender’s Revolving Loan Commitment shall be reduced to zero, and such Lender shall cease to be obligated to make further Revolving Loans.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.13.01, 3.2 3.02 and 3.5 3.05 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.33.03, so long as such designation is not, in the commercially reasonable judgment of such Lender, materially disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.13.01, 3.23.02, 3.4 3.04 or 3.53.05. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections Section 3.01, 3.02, 3.04 or 3.05 in connection with a Eurocurrency Loan Eurodollar Advance shall be calculated as though each Lender funded its Eurocurrency Loan Eurodollar Advance through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within five (5) Business Days after receipt by the Borrower Representative of such written statement. The Borrower shall not be required to indemnify any Lender pursuant to Section 3.01, 3.02, 3.04 or 3.05 for any amounts paid or losses incurred by such Lender as to which such Lender has not made demand hereunder within 120 days after the date such Lender has actual knowledge of such amounts or losses and their applicability to the lending transactions contemplated hereby. The obligations of each party the Borrower under Sections 3.1Section 3.01, 3.23.02, 3.4 and 3.5 3.04 or 3.05 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Each Lender shall use commercially reasonable efforts to (a) promptly notify the Borrower of any event or condition which has resulted or is reasonably likely to result in any liability of the Borrower to such Lender under Section 3.1, 3.2 or 3.5 or the unavailability of Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans under Section 3.3; and (b) designate an alternate Lending Installation with respect to its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans, as applicable, or take such other appropriate actions, in each case to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances Eurocurrency Loans, Foreign Currency Swing Loans or Eurocurrency Advances Euro Swing Loans under Section 3.3, so long as such designation is or other appropriate actions are not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan Loan, Foreign Currency Swing Loans and Euro Swing Loans shall be calculated as though each the applicable Lender funded its Eurocurrency Loan Loan, Foreign Currency Swing Loans or Euro Swing Loan, as the case may be, through the purchase of a deposit of the type Type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Eurodollar Advance under Section 3.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in its opinion. Each If any amount becomes due under Section 3.1, 3.2 or 3.4, each affected Lender shall consult with the Borrower as to how it intends to calculate the amount due and shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 3.2 or 3.53.4. Such written statement shall set forth in reasonable detail the basis for claiming such amount and calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver ; provided that the determination of such written statement amount shall be made in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, good faith and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by a manner consistent with such Lender or Lender's standard practice and that such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation Lender's policies as to reimburse, compensate or indemnify imposing such Lender increased costs are being applied with respect to any customers similarly situated to Borrower with whom such claim under this Article III for any period more than 180 days before the date on which Lender has a contractual right to so charge such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)amounts. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type Type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within ten (10) Business Days after receipt by the Borrower Representative of such the written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.2 and 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Advances and Discount Loans to reduce any liability of the Loan Parties Company to such Lender under Sections 3.1, 3.2 and 3.5 Section 3.1 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Rate Option under Section 3.33.2, so long as such designation is not, in not to the judgment economic detriment of such Lender, disadvantageous to Lender and does not impose any increased regulatory burdens on such Lender. Each Lender shall deliver to the Agent and the Company a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 3.1 or 3.53.3. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Company in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Advance or Discount Loan shall be calculated as though each Lender funded its Eurocurrency related Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate or Discount Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the The amount specified in the written statement of any Lender shall be payable on demand within 15 days after receipt by the Borrower Representative Company of such the written statement. The obligations of each party the Company under Sections 3.1, 3.2, 3.4 3.1 and 3.5 3.3 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require In the event any Lender is affected by any of the events described in Section 3.1 or 3.2 the Company shall have the right, if no Default then exists, to make available its tax returns repay in full all Credit Indebtedness owed to such Lender provided that the Company has, with the approval of the Agent (or any information relating not to its taxes which it deems confidential) be unreasonably withheld), arranged to substitute a replacement lender for the Borrower Representative, the Parent or any other Personfull amount of such Lender's Commitment.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its applicable Eurodollar Ratable Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency the applicable Eurodollar Ratable Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount (which calculations shall be made in good faith) and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Ratable Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Ratable Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within 30 days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding anything to the contrary contained herein, the Borrower shall not be construed required to require make any payments to any Lender pursuant to Section 3.1, 3.2 or 3.4 relating to any period of time which is greater than 90 days prior to such Person’s request for additional payment except for retroactive application of any law, rule or regulation, in which case (a) the Borrower is required to make available its tax returns such payments so long as such Person makes a request therefor within 90 days after the public announcement of such retroactive application and (or any information relating b) the 90-day period referred to its taxes which it deems confidential) above shall be extended to include the Borrower Representative, the Parent or any other Personperiod of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Loans to reduce any liability of the Loan Parties to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Term SOFR Loan, Eurocurrency Loan or Daily Simple RFR Loan shall be calculated as though each Lender funded its Term SOFR Loan, Eurocurrency Loan or Daily Simple RFR Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Adjusted Term SOFR Rate, the Adjusted Eurocurrency Rate or any Adjusted Daily Simple RFR applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Failure or delay on the part of any Lender or any LC Issuer to demand compensation pursuant to Sections 3.1, 3.2, 3.4 or 3.5 shall not constitute a waiver of such Lender’s or such LC Issuer’s right to demand such compensation; provided that the Borrower shall not be construed required to require compensate a Lender or any Lender to make available its tax returns LC Issuer (or such Lender’s or LC Issuer’s holding company) for any information relating amounts payable pursuant to its taxes which it deems confidential) Section 3.1, 3.2, 3.4 or 3.5 incurred more than 180 days prior to the date such Lender or LC Issuer notifies the Borrower Representativeof the applicable Change in Law (as described in Section 3.1), the Parent applicable Change in Capital Adequacy Regulations (as described in Section 3.2), the applicable event giving rise to funding indemnification (as described in Section 3.4) or the applicable Taxes (as described in Section 3.5) and of such Lender’s or such LC Issuer’s intention, as the case may be, to claim compensation therefor; provided, further that, if any other PersonChange in Law or Change in Capital Adequacy Regulations or Taxes giving rise to such requested amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.34.3, so long as such designation is notnot materially, in the judgment of such Lender, financially disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or to this Article IV shall deliver a written statement use its reasonable efforts to notify the Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this Article IV shall be in writing and shall state the amount due, if any, under Section 3.14.1, 3.2, 3.4 4.2 or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Rate Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.14.1, 3.2, 3.4 4.2 and 3.5 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation office, branch or Affiliate with respect to its Libor Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.12.9, 3.2 2.10 and 3.5 or to avoid the unavailability 2.11 of Term SOFR Advances or Eurocurrency Advances under Section 3.3this Agreement, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such LenderLender in any material respect. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.12.9, 3.2, 3.4 2.10 or 3.52.11 of this Agreement. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Borrower as determined by such Lender and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections sections in connection with a Eurocurrency Libor Loan shall be calculated as though each Lender funded its Eurocurrency such Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.12.9, 3.2, 3.4 2.10 and 3.5 2.11 of this Agreement shall survive the resignation or replacement payment of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge of the Obligations Indebtedness under any Loan Document this Agreement and termination of this Agreement. This Section 3.6 The Borrower shall not be construed have no obligation to require compensate any Lender with respect to make available its tax returns (or amounts provided in Section 2.10 of this Agreement with respect to any information relating to its taxes which it deems confidential) period prior to the Borrower Representative, date which is one hundred eighty (180) days prior to the Parent or any other Persondate such Lender delivers its written statement hereunder requesting compensation.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If The Borrower shall have no obligation to reimburse, compensate or indemnify any Lender with respect to a claim under Section 3.1, 3.2 or 3.5 if the Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 to the Borrower within 180 days after the date on upon which such the Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its applicable Eurodollar Ratable Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency the applicable Eurodollar Ratable Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount (which calculations shall be made in good faith) and shall be final, conclusive and binding on the Borrowers Borrower in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Eurodollar Ratable Loan shall be calculated as though each Lender funded its Eurocurrency Eurodollar Ratable Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand within 30 days after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 Notwithstanding anything to the contrary contained herein, the Borrower shall not be construed required to require make any payments to any Lender pursuant to Section 3.1, 3.2 or 3.4 relating to any period of time which is greater than 90 days prior to such Person’s request for additional payment except for retroactive application of any law, rule or regulation, in which case the Borrower is required to make available its tax returns (or any information relating to its taxes which it deems confidential) to such payments so long as such Person makes a request therefor within 90 days after the Borrower Representative, the Parent or any other Personpublic announcement of such retroactive application.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation Office with respect to its Loans Eurocurrency Advances to reduce any liability of the Loan Parties Borrowers to such Lender under Sections 3.1, 3.1 and 3.2 and 3.5 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.33.4, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender and each Issuing Bank shall use reasonable efforts to promptly deliver a written statement of such Lender or such Issuing Bank to the Borrower Representative (with a copy to the Administrative Agent) as to the amount due, if any, under Section Sections 3.1, 3.2, 3.4 3.3, or 3.5; provided, however, that with respect to any circumstances occurring before the date of any such notice, such Lender or such Issuing Bank shall only be entitled to recover compensation for such events occurring within 120 days before the date of such notice. Such written statement shall set forth in reasonable detail the calculations upon which such Lender or such Issuing Bank determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of demonstrable manifest error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). Determination of amounts payable under such Sections in connection with a Eurocurrency Loan Advances shall be calculated as though each Lender funded its Eurocurrency Loan Advances through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender or any Issuing Bank shall be payable on demand after receipt by the Borrower Representative of such the written statement. The obligations of each party the Borrowers under Sections 3.1, 3.2, 3.4 3.3, and 3.5 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.

Lender Statements; Survival of Indemnity. To the extent If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Rate Loans to reduce any liability of the Loan Parties Borrower to such Lender under Sections 3.1, 3.2 SECTIONS 4.1 and 3.5 4.2 or to avoid the unavailability of Term SOFR Advances or Eurocurrency Advances a Type of Advance under Section 3.3SECTION 4.3, so long as such designation is not, in the judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to SECTION 2.15(E) or to this ARTICLE IV shall deliver a written statement use its reasonable efforts to notify the Borrower and the Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than ninety (90) days following the date upon which the responsible account officer of such Lender knows or should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower Representative (with a copy to the Administrative Agent) as to this ARTICLE IV shall be in writing and shall state the amount due, if any, under Section 3.1SECTION 4.1, 3.2, 3.4 4.2 or 3.5. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and amount. Such written demand shall be final, conclusive and binding on the Borrowers in the absence of demonstrable error. If any Lender fails to deliver such written statement in respect of claims made under Section 3.1, 3.2 or 3.4 within 180 days after the date on which such Lender becomes aware of the event or occurrence giving rise to such claim, and in respect of claims made under Section 3.5(a), (b) or (c), within 180 days after the date any amount is paid by such Lender or such Lender receives actual written notice of a proposed assessment, the Loan Parties shall have no obligation to reimburse, compensate or indemnify such Lender with respect to any such claim under this Article III rebuttably presumed correct for any period more than 180 days before the date on which such statement is delivered (except that, if such change, event or occurrence giving rise to such claim is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof)all purposes. Determination of amounts payable under such Sections in connection with a Eurocurrency Rate Loan shall be calculated as though each Lender funded its Eurocurrency Rate Loan through the purchase of a deposit of the type type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of each party the Borrower under Sections 3.1SECTIONS 4.1, 3.2, 3.4 4.2 and 3.5 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction or discharge payment of the Obligations under any Loan Document and termination of this Agreement. This Section 3.6 shall not be construed to require any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower Representative, the Parent or any other Person.