Common use of Matters Applicable to Requests for Compensation Clause in Contracts

Matters Applicable to Requests for Compensation. (a) A certificate of the Administrative Agent, the L/C Issuer or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error and shall set forth in reasonable detail the basis for requesting such amount (but shall not require any Lender to disclose confidential or proprietary information). In determining such amount, the Administrative Agent, the L/C Issuer or such Lender may use any reasonable averaging and attribution methods if applied consistently to all similarly situated borrowers. (b) If any Loan Party is required to pay any amount to any Lender, the L/C Issuer or the Administrative Agent pursuant to this Article III, then such Lender, the L/C Issuer or the Administrative Agent, as applicable, shall, at the expense of the Company, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue, if such change in the reasonable judgment of such Lender is not otherwise disadvantageous to such Lender. (c) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to Section 3.04 or 3.05 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to (i) Section 3.04 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof) or (ii) Section 3.05 for any loss, cost or expense incurred more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company thereof.

Matters Applicable to Requests for Compensation. (a) Each Lender may make any Credit Extension to a Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation such Borrower to repay the Credit Extension in accordance with the terms of this Agreement. A certificate of the Administrative Agent, the L/C Issuer or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error and shall set forth in reasonable detail the basis for requesting such amount (but shall not require any Lender to disclose confidential or proprietary information). In determining such amount, the Administrative Agent, the L/C Issuer or such Lender may use any reasonable averaging and attribution methods if applied consistently to all similarly situated borrowers. (b) If any Loan Party is required to pay any amount to any Lender, the L/C Issuer or the Administrative Agent pursuant to this Article III, then such Lender, the L/C Issuer or the Administrative Agent, as applicable, shall, at the expense of the Company, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue, if such change in the reasonable judgment of such Lender is not otherwise disadvantageous to such Lender. (c) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to Section 3.04 or 3.05 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to (i) Section 3.04 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof) or (ii) Section 3.05 for any loss, cost or expense incurred more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company thereof.

Matters Applicable to Requests for Compensation. (a) A certificate of the Administrative Agent, the L/C Issuer Any Agent or any Lender claiming compensation under this Article III and 3 shall deliver a certificate to the Borrower setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder hereunder, which shall be conclusive in the absence of manifest error and shall set forth in reasonable detail the basis for requesting such amount (but shall not require any Lender to disclose confidential or proprietary information)error. In determining such amount, the Administrative Agent, the L/C Issuer such Agent or such Lender may use any reasonable averaging and attribution methods if applied consistently to all similarly situated borrowersmethods. (b) If any Loan Party is required to pay any amount With respect to any Lender’s claim for compensation under Section 3.02, Section 3.03 or Section 3.04, the L/C Issuer or the Administrative Agent pursuant to this Article III, then such Lender, the L/C Issuer or the Administrative Agent, as applicable, shall, at the expense of the Company, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue, if such change in the reasonable judgment of such Lender is not otherwise disadvantageous to such Lender. (c) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to Section 3.04 or 3.05 Borrower shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a such Lender or the L/C Issuer pursuant to (i) Section 3.04 for any increased costs amount incurred or reductions suffered more than six months ninety (90) days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company Borrower of the Change in Law event that gives rise to such claim; provided that, if the circumstance giving rise to such increased costs cost or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions reduction is retroactive, then the sixsuch 90-month day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Rate Loans from one Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) If the obligation of any Lender to make or continue any Eurodollar Rate Loan from one Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and (ii) Section 3.05 for all Loans that would otherwise be made or continued as Eurodollar Rate Loans from one Interest Period to another by such Lender shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans. (d) If any loss, cost or expense incurred more than six months prior Lender gives notice to the date Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender or agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted irrespective of whether such conversion results in greater than fifteen (15) Interest Periods being outstanding under this Agreement, on the L/C Issuerfirst day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as the case may beto principal amounts, notifies the Company thereofinterest rate basis, and Interest Periods) in accordance with their respective Revolving Credit Commitments.

Matters Applicable to Requests for Compensation. (a) A certificate of the Administrative Agent, the L/C Issuer Any Agent or any Lender claiming compensation under this Article III and Sections 3.02 through 3.05 shall deliver a certificate to Borrower contemporaneously with the demand for payment setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error and shall set forth in reasonable detail the basis for requesting such amount (but shall not require any Lender to disclose confidential or proprietary information)demonstrable error. In determining such amount, the Administrative Agent, the L/C Issuer such Agent or such Lender may use any reasonable averaging and attribution methods if applied consistently to all similarly situated borrowersmethods. (b) If any Loan Party is required to pay any amount With respect to any Lender’s claim for compensation under any of Sections 3.02 through 3.05, the L/C Issuer or the Administrative Agent pursuant to this Article III, then such Lender, the L/C Issuer or the Administrative Agent, as applicable, shall, at the expense of the Company, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue, if such change in the reasonable judgment of such Lender is not otherwise disadvantageous to such Lender. (c) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to Section 3.04 or 3.05 Borrower shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a such Lender or the L/C Issuer pursuant to (i) Section 3.04 for any increased costs amount incurred or reductions suffered more than six months 180 days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company Borrower of the Change in Law event that gives rise to such claim; provided that, if the circumstance giving rise to such increased costs cost or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions reduction is retroactive, then the sixsuch 180-month day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation from Borrower under Section 3.05, Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurodollar Rate Loans, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.07(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurodollar Rate Loan (or to convert Base Rate Loans into Eurodollar Rate Loans) shall be suspended pursuant to Section 3.07(b) hereof, such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Sections 3.02 through 3.04 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and (ii) Section 3.05 for all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans. (d) If any loss, cost or expense incurred more than six months prior Lender gives notice to Borrower (with a copy to the date Administrative Agent) that the circumstances specified in any of Sections 3.02 through 3.04 that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.07 no longer exist (which such Lender or agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the L/C Issuerfirst day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as the case may beto principal amounts, notifies the Company thereofinterest rate basis, and Interest Periods) in accordance with their respective Commitments.

Matters Applicable to Requests for Compensation. (a) A certificate of the Administrative Agent, the L/C Issuer Any Agent or any Lender claiming compensation under this Article III and 3 shall deliver a certificate to the applicable Borrower setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder hereunder, which shall be conclusive in the absence of manifest error and shall set forth in reasonable detail the basis for requesting such amount (but shall not require any Lender to disclose confidential or proprietary information)error. In determining such amount, the Administrative Agent, the L/C Issuer such Agent or such Lender may use any reasonable averaging and attribution methods if applied consistently to all similarly situated borrowersmethods. (b) If any Loan Party is required to pay any amount With respect to any Lender’s claim for compensation under Section 3.02, the L/C Issuer Section 3.03 or the Administrative Agent pursuant to this Article IIISection 3.04, then such Lender, the L/C Issuer or the Administrative Agent, as applicable, shall, at the expense of the Company, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue, if such change in the reasonable judgment of such Lender is not otherwise disadvantageous to such Lender. (c) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to Section 3.04 or 3.05 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a such Lender or the L/C Issuer pursuant to (i) Section 3.04 for any increased costs amount incurred or reductions suffered more than six months ninety (90) days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company relevant Borrower of the Change in Law event that gives rise to such claim; provided that, if the circumstance giving rise to such increased costs cost or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions reduction is retroactive, then the sixsuch 90-month day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by a Borrower under Section 3.04, such Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Rate Loans from one Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) If the obligation of any Lender to make or continue any Eurodollar Rate Loan from one Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and (ii) Section 3.05 for all Loans that would otherwise be made or continued as Eurodollar Rate Loans from one Interest Period to another by such Lender shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans. (d) If any loss, cost or expense incurred more than six months prior Lender gives notice to a Borrower (with a copy to the date Administrative Agent) that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender or agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted irrespective of whether such conversion results in greater than twenty-five (25) Interest Periods being outstanding under this Agreement, on the L/C Issuerfirst day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as the case may beto principal amounts, notifies the Company thereofinterest rate basis, and Interest Periods) in accordance with their respective Commitments.

Matters Applicable to Requests for Compensation. (a) A certificate of the Administrative Agent, the L/C Issuer Any Agent or any Lender claiming compensation under this Article III and 3 shall deliver a certificate to the Borrower setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder hereunder, which shall be conclusive in the absence of manifest error and shall set forth in reasonable detail the basis for requesting such amount (but shall not require any Lender to disclose confidential or proprietary information)error. In determining such amount, the Administrative Agent, the L/C Issuer such Agent or such Lender may use any reasonable averaging and attribution methods if applied consistently to all similarly situated borrowers.methods. AMERICAS/2023410772.1 2023410772.9 128 Credit Agreement (b) If any Loan Party is required to pay any amount With respect to any Lender’s claim for compensation under Section 3.02, Section 3.03 or Section 3.04, the L/C Issuer or the Administrative Agent pursuant to this Article III, then such Lender, the L/C Issuer or the Administrative Agent, as applicable, shall, at the expense of the Company, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue, if such change in the reasonable judgment of such Lender is not otherwise disadvantageous to such Lender. (c) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to Section 3.04 or 3.05 Borrower shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a such Lender or the L/C Issuer pursuant to (i) Section 3.04 for any increased costs amount incurred or reductions suffered more than six months ninety (90) days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company Borrower of the Change in Law event that gives rise to such claim; provided that, if the circumstance giving rise to such increased costs cost or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions reduction is retroactive, then the sixsuch 90-month day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar RateTerm SOFR Loans from one Interest Period to another, or to convert Base Rate Loans into Eurodollar RateTerm SOFR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) If the obligation of any Lender to make or continue any Eurodollar RateTerm SOFR Loan from one Interest Period to another, or to convert Base Rate Loans into Eurodollar RateTerm SOFR Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar RateTerm SOFR Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar RateTerm SOFR Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Xxxxxx’s Eurodollar RateTerm SOFR Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar RateTerm SOFR Loans shall be applied instead to its Base Rate Loans; and (ii) Section 3.05 for all Loans that would otherwise be made or continued as Eurodollar RateTerm SOFR Loans from one Interest Period to another by such Lender shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar RateTerm SOFR Loans shall remain as Base Rate Loans. (d) If any loss, cost or expense incurred more than six months prior Lender gives notice to the date Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to the conversion of such Xxxxxx’s Eurodollar RateTerm SOFR Loans pursuant to this Section 3.06 no longer exist (which such Xxxxxx agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar RateTerm SOFR Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted irrespective of whether such conversion results in greater than twenty-five (25) Interest Periods being outstanding under this Agreement, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar RateTerm SOFR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar RateTerm SOFR Loans and by such Lender or the L/C Issuerare held pro rata (as to principal amounts, as the case may beinterest rate basis, notifies the Company thereof.and Interest Periods) in accordance with their respective Commitments. AMERICAS/2023410772.1 2023410772.9 129 Credit Agreement

Matters Applicable to Requests for Compensation. (a) A certificate of the Administrative Agent, the L/C Issuer Any Agent or any Lender claiming compensation under this Article III and 3 shall deliver a certificate to the Borrower setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder hereunder, which shall be conclusive in the absence of manifest error and shall set forth in reasonable detail the basis for requesting such amount (but shall not require any Lender to disclose confidential or proprietary information)error. In determining such amount, the Administrative Agent, the L/C Issuer such Agent or such Lender may use any reasonable averaging and attribution methods if applied consistently to all similarly situated borrowersmethods. (b) If any Loan Party is required to pay any amount With respect to any Lender’s claim for compensation under Section 3.02, Section 3.03 or Section 3.04, the L/C Issuer or the Administrative Agent pursuant to this Article III, then such Lender, the L/C Issuer or the Administrative Agent, as applicable, shall, at the expense of the Company, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue, if such change in the reasonable judgment of such Lender is not otherwise disadvantageous to such Lender. (c) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to Section 3.04 or 3.05 Borrower shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a such Lender or the L/C Issuer pursuant to (i) Section 3.04 for any increased costs amount incurred or reductions suffered more than six months ninety (90) days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company Borrower of the Change in Law event that gives rise to such claim; provided that, if the circumstance giving rise to such increased costs cost or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions reduction is retroactive, then the sixsuch 90-month day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Term SOFR Loans from one Interest Period to another, or to convert Base Rate Loans into Term SOFR Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) If the obligation of any Lender to make or continue any Term SOFR Loan from one Interest Period to another, or to convert Base Rate Loans into Term SOFR Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Term SOFR Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Term SOFR Loans (or, in the case of an immediate conversion required by AMERICAS/2023810287.1 2023810287.9 110 Credit Agreement Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Xxxxxx’s Term SOFR Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Term SOFR Loans shall be applied instead to its Base Rate Loans; and (ii) Section 3.05 for all Loans that would otherwise be made or continued as Term SOFR Loans from one Interest Period to another by such Lender shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Term SOFR Loans shall remain as Base Rate Loans. (d) If any loss, cost or expense incurred more than six months prior Lender gives notice to the date Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to the conversion of such Xxxxxx’s Term SOFR Loans pursuant to this Section 3.06 no longer exist (which such Xxxxxx agrees to do promptly upon such circumstances ceasing to exist) at a time when Term SOFR Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted irrespective of whether such conversion results in greater than twenty-five (25) Interest Periods being outstanding under this Agreement, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Term SOFR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Term SOFR Loans and by such Lender or the L/C Issuerare held pro rata (as to principal amounts, as the case may beinterest rate basis, notifies the Company thereofand Interest Periods) in accordance with their respective Commitments.