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 Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.01, 4.02 and 4.05 or to avoid the unavailability of Eurodollar Rate Loans under Section 4.03, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01, 4.02, 4.04 or 4.05. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.01, 4.02, 4.04 and 4.05 shall survive payment of the Obligations, termination of the Letters of Credit and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.013.1, 4.02 3.2 and 4.05 3.5 or to avoid the unavailability of Eurodollar Rate Loans Advances under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender each Issuer, as applicable, shall deliver a written statement of such Lender or the Administrative Agent (as applicable) such Issuer to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 3.1, 4.023.2, 4.04 3.4 or 4.053.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender or such Issuer determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) any Issuer shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.013.1, 4.023.2, 4.04 3.4 and 4.05 3.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

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 45 days, after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an alternate Lending Installation event, such Lender shall, with respect to its Eurodollar Rate Loans compensation payable under Sections 3.1, 3.2, 3.4 or 3.5 in respect of any costs resulting from such event, only be entitled to reduce any liability of payment for costs incurred from and after the Borrower date 45 days prior to the date that such Lender under Sections 4.01does give such notice. Together with each notice required by the previous sentence, 4.02 and 4.05 or to avoid the unavailability of Eurodollar Rate Loans under Section 4.03, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each any Lender or the Administrative Agent on its own behalf or on behalf of a Lender requesting compensation shall deliver a written statement certificate of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 3.1, 4.023.2, 4.04 3.4 or 4.053.5. 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 Borrower in the absence of manifest errorerror and (ii) set forth that it is the policy or general practice of such Lender to request compensation for comparable costs in similar circumstances under comparable provisions of other credit agreements for comparable customers. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its Eurodollar 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 Eurodollar Rate applicable to such Revolving Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement certificate of any Lender or the Administrative Agent (as applicable) shall be payable on demand within fifteen (15) days after receipt by the Borrower of such written statementcertificate. The obligations of the Borrower under Sections 4.013.1, 4.023.2, 4.04 3.4 and 4.05 3.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possiblepossible in the exercise of any Lender’s good faith discretion, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate LIBOR Loans to reduce any liability of the Borrower to such Lender under Sections 4.014.1, 4.02 4.2 and 4.05 4.5 or to avoid the unavailability of Eurodollar Rate Loans Advances under Section 4.034.3, so long as such designation is not, in the reasonable judgment of does not reduce such Lender, disadvantageous to ’s income or increase such Lender’s liabilities. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 4.1, 4.024.2, 4.04 4.4 or 4.054.5. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate LIBOR Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its Eurodollar Rate LIBOR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar LIBOR Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.014.1, 4.024.2, 4.04 4.4 and 4.05 4.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation Office with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.01, 4.02 2.13 and 4.05 2.14 or to avoid the unavailability of Eurodollar Rate Loans under Section 4.03, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such LenderLoans. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.012.13, 4.02, 4.04 2.14 or 4.052.16. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such the written statement. The obligations of the Borrower under Sections 4.012.13, 4.02, 4.04 2.14 and 4.05 2.16 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation Office with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.01, 4.02 2.14 and 4.05 2.15 or to avoid the unavailability of Eurodollar Rate Loans under Section 4.03, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such LenderLoans. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.012.14, 4.02, 4.04 2.15 or 4.052.17. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such the written statement. The obligations of the Borrower under Sections 4.012.14, 4.02, 4.04 2.15 and 4.05 2.17 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possiblepossible and upon the request of the Borrower, each Lender or Issuer shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to the extent it would reduce any liability of the Borrower to such Lender or Issuer under Sections 4.013.1, 4.02 3.2 and 4.05 3.5 or to avoid the unavailability of Eurodollar Rate Loans Advances under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such LenderLender or Issuer, disadvantageous to such LenderLender or Issuer. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender each Issuer, as applicable, shall deliver a written statement of such Lender or the Administrative Agent (as applicable) such Issuer to the Borrower (with a copy to the Administrative Agent) as to any amount due under Section 3.1, 3.2, 3.4 or 3.5 and containing the amount due, if any, under Sections 4.01, 4.02, 4.04 or 4.05other information contemplated by such Sections. Such written statement shall set forth in reasonable detail the calculations upon which such Lender or such Issuer determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) any Issuer shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.013.1, 4.023.2, 4.04 3.4 and 4.05 3.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possiblepossible and upon the request of Borrower, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.013.1, 4.02 3.2 and 4.05 3.5 or to avoid the unavailability of Eurodollar Rate Loans Advances under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 3.1, 4.023.2, 4.04 3.4 or 4.053.5. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.013.1, 4.023.2, 4.04 3.4 and 4.05 3.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

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 LIBOR Loans to reduce any liability of the Borrower to such Lender under Sections 4.01, 4.02 3.1 and 4.05 3.2 or to avoid the unavailability of Eurodollar Rate Loans a Type of Advance under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such Lender, not disadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.9(d) or to this Article III shall use its reasonable efforts to notify the Administrative Borrower and the Agent on its own behalf in writing of any Change, law, policy, rule, guideline or on behalf of a Lender shall deliver a written statement directive giving rise to such demand for compensation not later than thirty (30) days following the date upon which the responsible account officer of such Lender knows or the Administrative Agent (as applicable) should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower (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 Sections 4.01Section 3.1, 4.02, 4.04 3.2 or 4.05. Such written statement 3.4 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 Borrower in the absence of manifest errorrebuttably presumed correct for all purposes. Determination of amounts payable under such Sections in connection with a Eurodollar Rate LIBOR Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its Eurodollar Rate LIBOR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate LIBOR Loan applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.01Section 3.1, 4.02, 4.04 3.2 and 4.05 3.4 shall survive the payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.01, 4.02 3.1 and 4.05 3.2 or to avoid the unavailability of Eurodollar Rate Loans a Type of Advance under Section 4.033.3, so long as such designation is not, in the reasonable 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 or Issuer shall consult with the Administrative Agent on its own behalf or on behalf of a Lender Borrower as to how it intends to calculate the amount due and shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) Issuer as to the amount due, if any, under Sections 4.01Section 3.1, 4.02, 4.04 3.2 or 4.053.4. Such written statement shall set forth in reasonable detail the basis for claiming such amount and calculations upon which such Lender or Issuer determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error; provided that the determination of such amount shall be made in good faith and in a manner consistent with such Lender's standard practice and that such Lender's policies as to imposing such increased costs are being applied with respect to customers similarly situated to Borrower with whom such Lender or Issuer has a contractual right to so charge such amounts. Determination of amounts payable under such Sections in connection with a Eurodollar Committed Loan, Eurodollar Bid Rate Loan or an Absolute Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its Eurodollar Committed Loan, Eurodollar Bid Rate Loan or its Absolute Rate Loan, as the case may be, through the purchase of a deposit of the type Type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate, Eurodollar Bid Rate or the Absolute Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand within ten (10) Business Days after receipt by the Borrower of such the written statement. The obligations of the Borrower under Sections 4.013.1, 4.02, 4.04 3.2 and 4.05 3.4 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans Loan to reduce any liability of the Borrower to such Lender under Sections 4.01, 4.02 3.01 and 4.05 3.02 or to avoid the unavailability of Eurodollar Rate Loans a Type of Revolving Advance under Section 4.033.03, so long as such designation is not, in the reasonable judgment of such Lender, not disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.013.01, 4.02, 4.04 3.02 or 4.053.04. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan or Competitive Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) applicable Lender or Lenders funded its their Eurodollar Rate Loan Loans through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan or funded their Competitive Loans through the purchase of a deposit of a maturity corresponding to the Interest Period for such Competitive Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such the written statement. The obligations of the Borrower under Sections 4.013.01, 4.02, 4.04 3.02 and 4.05 3.04 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

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 Borrower to such Lender under Sections 4.01, 4.02 4.1 and 4.05 4.2 or to avoid the unavailability of Eurodollar Rate Loans a Type of Advance under Section 4.034.3, so long as such designation is not, in the reasonable 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 use its reasonable efforts to notify the Borrower and the Administrative Agent on its own behalf in writing of any Change, law, policy, rule, guideline or on behalf of a Lender shall deliver a written statement directive giving rise to such demand for compensation not later than thirty (30) days following the date upon which the responsible account officer of such Lender knows or the Administrative Agent (as applicable) should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower (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 Sections 4.01Section 4.1, 4.02, 4.04 4.2 or 4.05. 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 Borrower in the absence of manifest errorrebuttably presumed correct for all purposes. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.014.1, 4.02, 4.04 4.2 and 4.05 4.4 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.01‎4.01, 4.02 ‎4.02 and 4.05 ‎4.05 or to avoid the unavailability of Eurodollar Rate Loans under Section ‎Section 4.03, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01‎4.01, 4.02‎4.02, 4.04 ‎4.04 or 4.05‎4.05. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.01‎4.01, 4.02‎4.02, 4.04 ‎4.04 and 4.05 ‎4.05 shall survive payment of the Obligations, termination of the Letters of Credit and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each the Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Eurocurrency Loans to reduce any liability of the Borrower Borrowers to such the Lender under Sections 4.013.1, 4.02 3.2 and 4.05 3.5 or to avoid the unavailability of Eurodollar Rate Loans Eurocurrency Advances under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such the Lender, disadvantageous to such the Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a The Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) Company as to the amount due, if any, under Sections 4.013.1, 4.023.2, 4.04 3.4 or 4.053.5; provided, that no Borrower shall be obligated to pay any amount or amounts under Sections 3.1, 3.2, 3.4 or 3.5in respect of which an officer of the Lender responsible for the administration of this Agreement shall have had actual knowledge for more than 180 days prior to the date of such statement. Such written statement shall set forth in reasonable detail the calculations upon which such the Lender determined such amount and shall be final, conclusive and binding on the Borrower Borrowers in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Eurocurrency Loan shall be calculated as though each the Lender or the Administrative Agent (as applicable) funded its Eurodollar Rate 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 Eurodollar Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any the Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower Company of such written statement. The obligations of the Borrower Borrowers under Sections 4.013.1, 4.023.2, 4.04 3.4 and 4.05 3.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each the Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower Borrowers to such the Lender under Sections 4.013.1, 4.02 3.2 and 4.05 3.5 or to avoid the unavailability of Eurodollar Rate Loans under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such the Lender, disadvantageous to such the Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a The Lender shall deliver a its written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) Representative as to the amount due, if any, under Sections 4.01Section 3.1, 4.023.2, 4.04 3.4 or 4.053.5. 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 Borrower Borrowers in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each the Lender or funded the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any the Lender or (showing the Administrative Agent (as applicablecalculation of such amount in reasonable detail) shall be payable on demand after receipt by the Borrower Representative of such written statement. The obligations of the Borrower Borrowers under Sections 4.013.1, 4.023.2, 4.04 3.4 and 4.05 3.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

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 Borrower Borrowers to such Lender under Sections 4.01, 4.02 4.1 and 4.05 4.2 or to avoid the unavailability of Eurodollar Rate Loans a Type of Advance under Section 4.034.3, so long as such designation is not, in the reasonable 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 use its reasonable efforts to notify the Administrative Borrower Representative and the Agent on its own behalf in writing of any Change, law, policy, rule, guideline or on behalf of a Lender shall deliver a written statement directive giving rise to such demand for compensation not later than thirty (30) days following the date upon which the responsible account officer of such Lender knows or the Administrative Agent (as applicable) should have known of such Change, law, policy, rule, guideline or directive. Any demand for compensation pursuant to the Borrower (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 Sections 4.01Section 4.1, 4.02, 4.04 4.2 or 4.05. Such written statement 4.4 and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and provided that no Lender shall be final, conclusive and binding on entitled to compensation for periods prior to 90 days from the Borrower in the absence of manifest errordate written demand for compensation is made by such Lender hereunder. Such written demand shall be rebuttably presumed correct for all purposes. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower Borrowers under Sections 4.014.1, 4.02, 4.04 4.2 and 4.05 4.4 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender Bank shall designate an alternate Lending Installation lending installation with respect to its Eurodollar Rate Loans LIBOR Advances to reduce any liability of the Borrower to such Lender Bank under Sections 4.01Section 2.10, 4.02 Section 2.11 and 4.05 Section 2.12, or to avoid the unavailability of Eurodollar Rate Loans LIBOR Advances under Section 4.032.13, so long as such designation is not, in the reasonable judgment of such LenderBank, disadvantageous to such LenderBank. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender Bank shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 2.10, 4.02Section 2.11, 4.04 or 4.05Section 2.12 and Section 2.14. Such written statement shall set forth in reasonable detail the calculations upon which such Lender Bank determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan LIBOR Advance shall be calculated as though each Lender or the Administrative Agent (as applicable) Bank funded its Eurodollar Rate 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 Eurodollar Rate LIBOR applicable to such LoanLIBOR Advance, whether in fact that is the case or notnot as Bank may fund each of its LIBOR Advances in any manner it sees fit, and without regard to loss the foregoing assumption shall be utilized only for the calculation of marginamounts payable under this Section. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) Bank shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.01Section 2.10, 4.02Section 2.11, 4.04 Section 2.12 and 4.05 Section 2.14 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.013.1, 4.02 3.2 and 4.05 3.5 or to avoid the unavailability of Eurodollar Rate Loans Advances under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall notify the Borrower of any amounts due under Section 3.1, 3.2, 3.4 or the Administrative Agent on its own behalf or on behalf of a Lender shall 3.5 as soon as reasonably practicable and, thereafter, deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01, 4.02, 4.04 or 4.05such Section(s). 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.013.1, 4.023.2, 4.04 3.4 and 4.05 3.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.. CONDITIONS PRECEDENT

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Term Benchmark Loans to reduce any liability of the Borrower to such Lender under Sections 4.01, 4.02 and 4.05 or to avoid the unavailability of Eurodollar Rate Term Benchmark Loans under Section 4.03, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01, 4.02, 4.04 or 4.05. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.01, 4.02, 4.04 and 4.05 shall survive payment of the Obligations, termination of the Letters of Credit and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans EurodollarTerm Benchmark Advances to reduce any liability of the Borrower to such Lender under Sections 4.013.1, 4.02 3.2 and 4.05 3.4 or to avoid the unavailability of Eurodollar Rate Loans EurodollarTerm Benchmark Advances under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 3.1, 4.02, 4.04 3.2 or 4.053.4. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan EurodollarTerm Benchmark Advance shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its Eurodollar Rate Loan EurodollarTerm Benchmark Advance through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar EurodollarAdjusted Term SOFR Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.013.1, 4.02, 4.04 3.2 and 4.05 3.4 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Term Benchmark Loans to reduce any liability of the Borrower to such Lender under Sections 4.01, 4.02 and 4.05 or to avoid the unavailability of Eurodollar Rate Term Benchmark Loans under Section 4.03, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01, 4.02, 4.04 or 4.05. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.01, 4.02, 4.04 and 4.05 shall survive payment of the Obligations, termination of the Letters of Credit and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate LIBOR Lending Installation Office with respect to its Eurodollar LIBOR Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.013.3, 4.02 3.4 and 4.05 3.10 or to avoid the unavailability of Eurodollar LIBOR Rate Loans Advances under Section 4.033.5, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.013.3, 4.023.4, 4.04 3.6 or 4.053.10. 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 Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar LIBOR Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its Eurodollar 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 Eurodollar LIBOR Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.013.3, 4.023.4, 4.04 3.6 and 4.05 3.10 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.014.1, 4.02 4.2 and 4.05 4.5 or to avoid the unavailability of Eurodollar Rate Loans Advances under Section 4.034.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 4.1, 4.024.2, 4.04 4.4 or 4.054.5 as promptly as practicable but in any event within ninety (90) days after it obtains actual knowledge thereof. 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 prima facie evidence of the Borrower in the absence of manifest errorinformation set forth therein. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 4.014.1, 4.024.2, 4.04 4.4 and 4.05 4.5 shall survive payment of the Secured Obligations, termination of the Letters of Credit and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Eurocurrency Rate Loans to reduce any liability of the Borrower Borrowers to such Lender under Sections 4.014.1, 4.02 4.2, 4.5 and 4.05 4.8 or to avoid the unavailability of Eurodollar Eurocurrency Rate Loans Advances under Section 4.034.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower Borrowers (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 4.1, 4.024.2, 4.04 4.4, 4.5 or 4.054.8 as promptly as practicable but in any event within ninety (90) days after it obtains actual knowledge thereof. 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 prima facie evidence of the Borrower in the absence of manifest errorinformation set forth therein. Determination of amounts payable under such Sections in connection with a Eurodollar Eurocurrency Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its Eurodollar Eurocurrency Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower Borrowers of such written statement. The obligations of the Borrower Borrowers under Sections 4.014.1, 4.024.2, 4.04 4.4, 4.5 and 4.05 4.8 shall survive payment of the Obligations, termination of the Letters of Credit and termination of this Agreement.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate LIBOR Loans and shall take other measures in its discretion to reduce any liability of the Borrower Reimbursement Obligor to such Lender under Sections 4.01, 4.02 SECTIONS 4.1 and 4.05 4.2 or to avoid the unavailability of Eurodollar Rate Loans a Type of a LIBOR Advance under Section 4.03SECTION 4.3, so long as such designation or other measure is not, in the reasonable judgment of such Lender, not disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or to the Administrative Agent (as applicable) and to the Borrower (with a copy to the Administrative Agent) Reimbursement Obligor as to the amount due, if any, under Sections 4.01SECTIONS 4.1, 4.02, 4.04 4.2 or 4.054.4. 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 Borrower Reimbursement Obligor in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Rate LIBOR Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its Eurodollar Rate LIBOR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar LIBOR Rate applicable to such Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower Reimbursement Obligor of such the written statement. The obligations of the Borrower Reimbursement Obligor under Sections 4.01SECTIONS 4.1, 4.02, 4.04 4.2 and 4.05 4.4 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this AgreementAgreement for a period of one year.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower or an Additional Borrower, as the case may be, to such Lender under Sections 4.013.1, 4.02 3.2 and 4.05 3.5 or to avoid the unavailability of Eurodollar Rate Loans Advances under Section 4.033.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender or the Administrative Agent on its own behalf or on behalf of a Lender shall deliver a written statement of such Lender or the Administrative Agent (as applicable) to the Borrower or an Additional Borrower, as the case may be, (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 4.01Section 3.1, 4.023.2, 4.04 3.4 or 4.053.5. 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 rebuttable presumptive evidence of the Borrower in the absence of manifest erroramount thereof. Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated as though each Lender or the Administrative Agent (as applicable) funded its 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 Eurodollar Base Rate applicable to such Eurodollar Loan, whether in fact that is the case or not, and without regard to loss of margin. Unless otherwise provided herein, the amount specified in the written statement of any Lender or the Administrative Agent (as applicable) shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower or an Additional Borrower, as the case may be, under Sections 4.013.1, 4.023.2, 4.04 3.4 and 4.05 3.5 shall survive payment of the Obligations, termination of the Letters of Credit Obligations and termination of this Agreement.