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

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative any Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative such Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any material amount of Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or materially reduce amounts payable pursuant to Section 3.2 Sections 3.01 or 3.04, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower agrees to pay all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated in connection with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If any Lender makes a claim for requests compensation or other payment under Section 3.1 or Section 3.4 3.04, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender determines that it is unlawful or impermissible any Governmental Authority for it to make, maintain or fund Loans associated with the account of any Benchmark Lender pursuant to Section 3.23.01 and, in each case, the applicable relevant lender has declined or is unable to designate a different lending office in accordance with Section 3.06(b), then the Borrower may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding 10.16 if such replacement would result in a reduction of such compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such SectionsTaxes.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative any Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative such Agent or such Lender may use any reasonable averaging and attribution methods. With respect to any Lender’s claim for compensation under Section 3.03, 3.04 or 3.05, the Loan Parties shall not be required to compensate such Lender for any amount incurred more than 180 days prior to the date that such Lender notifies the Borrower Representative of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender requests compensation under Section 3.05, or a Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.03, then such Lender or the L/C Issuer, as applicable, will, if requested by the Borrower Representative (on behalf of the Borrowers) and at the Borrowers’ expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or reduce amounts payable pursuant to Section 3.2 3.01, 3.02 or 3.04, as applicable, in the future and (ii) would not, in the judgment of such Lender or such L/C Issuer, as applicable, be inconsistent with the internal policies of, or otherwise be disadvantageous in any Lender has demanded compensation under Section 3.1 material legal, economic or Section 3.4 the applicable Borrower may give notice regulatory respect to such Lender through or its Lending Office or such L/C Issuer. The provisions of this clause (b) shall not affect or postpone any Obligations of the Administrative Agent that, unless and until Borrowers or rights of such Lender notifies such Borrower that the circumstances giving rise pursuant to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadSection 3.05. (c) If any Lender makes a claim for requests compensation or other payment by the Borrowers under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.05, the applicable Borrower may replace Representative (on behalf of the Borrowers) 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 Eurocurrency Rate Loans denominated in accordance with Dollars, or to convert Base Rate Loans into Eurocurrency Rate Loans denominated in Dollars, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 9.173.07(e) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with If the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right obligation of any Lender to require full performance make or continue from one Interest Period to another any Eurocurrency Rate Loan denominated in Dollars, or to convert Base Rate Loans into Eurocurrency Rate Loans denominated in Dollars shall be suspended pursuant to this Section 3.07(d) hereof, such Lender’s Eurocurrency Rate Loans denominated in Dollars shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.03, 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 3.03, 3.04 or 3.05 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Eurocurrency Rate Loans denominated in Dollars have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans denominated in Dollars shall be applied instead to its Base Rate Loans; and (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans denominated in Dollars shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans denominated in Dollars shall remain as Base Rate Loans. (e) If any Lender gives notice to the Borrower Representative (with a copy to the Administrative Agent) that the circumstances specified in Section 3.03, 3.04 or 3.05 hereof that gave rise to the conversion of its obligations such Lender’s Eurocurrency Rate Loans denominated in Dollars pursuant to this Section 3.07 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans denominated in Dollars made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans denominated in Dollars, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans denominated in Dollars and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments. (f) A Lender shall not be entitled to any compensation pursuant to the foregoing sections to the extent such Lender is not imposing such charges or requesting such compensation from borrowers (similarly situated to the Borrowers hereunder) under such Sectionscomparable syndicated credit facilities.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Loan to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, not subject such Lender to any unreimbursed cost or expense. The Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 in connection with any such designation or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadassignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.13, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Loan to the Company through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Company to repay the Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, not subject such Lender to any unreimbursed cost or expense. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 in connection with any such designation or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadassignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.11, the applicable Borrower Company may replace such Lender in accordance with Section 9.1710.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Loan to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, not subject such Lender to any unreimbursed cost or expense. The Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 in connection with any such designation or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadassignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.16, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate If any Lender requests compensation under Section 3.04, or any Loan Party is required to pay any Indemnified Taxes or additional amount to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Administrative Agent Company such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Company hereby agrees to pay (or cause the applicable Borrower to pay) all reasonable costs and expenses incurred by any Lender or any Lender claiming compensation under this Article III and setting forth L/C Issuer in reasonable detail the additional amount connection with any such designation or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methodsassignment. (b) If (i) any Lender requests compensation under Section 3.04, or if any Loan Party is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the obligation account of any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any 3.01 and, in each case, such Lender has demanded compensation under declined or is unable to designate a different lending office in accordance with Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders3.06(a), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.14. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate No Borrower shall be required to compensate any Lender under Section 3.03 or 3.04 for amounts allocable to any period more than 30 days prior to the date that such Lender initially notifies such Borrower that it intends to claim compensation under such Sections; provided, however, that if such claim relates to any cost or increase that has been retroactively imposed upon such Lender, such Borrower shall be required to compensate such Lender for amounts allocable to the period since the date such cost or increase was so imposed upon such Lender, provided that such Lender notifies such Borrower that it intends to claim such compensation within 60 days of such retroactive cost or increase having been imposed. (b) The Administrative Agent and any Lender shall provide reasonable detail to the applicable Borrower regarding the manner in which the amount of any payment to the Administrative Agent or any that Lender claiming compensation under this Article III and setting forth in reasonable detail the additional has been determined, concurrently with demand for such payment. The Administrative Agent’s or any Lender’s determination of any amount or amounts to be paid to it hereunder payable under this Article III shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (bc) If For purposes of calculating amounts payable under this Article III any Loans shall be deemed to have been funded at the underlying applicable interest rate set forth in the definition thereof whether or not such Loans was, in fact, so funded. (d) All obligations of any Borrower under this Article III shall survive termination of the Commitments and payment in full of all Loans. (e) Upon (i) the obligation of any Borrower becoming obligated for any taxes with respect to any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or 3.01, (ii) any Lender has demanded making a claim for compensation under Section 3.1 3.03 or Section 3.4 3.04, or (iii) any Lender invoking Section 3.06, such Lender, upon not less than 10 Business Days’ Requisite Notice from the applicable Borrower (with a copy to the Administrative Agent), shall execute and deliver a Notice of Assignment and Acceptance covering that Lender’s Pro Rata Share in favor of such Eligible Assignee as such Borrower may give notice designate, subject to payment in full by such Eligible Assignee of all principal, interest, compensation, fees and other amounts owing to such Lender through the date of assignment, including without limitation all amounts owing under this Article III. Upon the removal of any Lender, it shall be released from all obligations and liabilities under any Loan Document. An assignment pursuant to this Section shall be governed by the provisions of Section 10.05 other than the Minimum Amount limitation therein contained. Alternatively, the Company may, upon 10 Business Days’ notice to the Administrative Agent that(who shall notify each Lender) reduce the combined Commitments by an amount equal to that Lender’s Pro Rata Share (and, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation this purpose, no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender Minimum Amounts shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lendersapply), and (B) after each in connection therewith, deliver to the Administrative Agent for the account of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace amounts, described in the first sentence above and release such Lender in accordance with Section 9.17from its Pro Rata Share. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Credit Extension to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay such Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any Lender has demanded compensation under Section 3.1 unreimbursed cost or Section 3.4 the applicable Borrower may give notice expense and would not otherwise be materially disadvantageous to such Lender through or the Administrative Agent thatL/C Issuer, unless and until such Lender notifies such as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (Apay) all Loans associated reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.18, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest errorerror (i) unless such amount or amounts result from or is with respect to any period prior to the date that is 120 days prior to the date on which the Administrative Agent or the applicable Lender makes a claim hereunder if the Administrative Agent or the applicable Lender prior to such date knew or could reasonably have been expected to know of the circumstances giving rise to the claim hereunder or the fact that such circumstances would result in the claim hereunder and (ii) provided that no compensation shall be claimed under this Article III unless the Administrative Agent or the applicable Lender is making similar claims to other similarly situated borrowers. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01, 3.02 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower Borrowers may replace such Lender in accordance with Section 9.1710.13. (dc) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Each Lender shall consult with promptly notify the applicable Parent Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender event of which it has knowledge which will result in an obligation of Borrower to require full performance pay any amounts pursuant to Article III, and will use reasonable commercial efforts available to it (and not, in such Lender’s reasonable judgment, otherwise disadvantageous to such Lender) to mitigate or avoid any such obligations by such Borrower of its obligations under such Sectionsthe Borrowers.

Matters Applicable to All Requests for Compensation. (a) If any Lender or the Administrative Agent determines that it is entitled to compensation under this Article III, such Lender or the Administrative Agent, as applicable, shall give prompt notice thereof to the Borrower. A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower may replace such Lender in accordance with Section 9.1711.16. (c) Upon the request and at the expense of the Borrower, each Lender to which the Borrower is required to pay any additional amount pursuant to Section 3.01 or 3.04 shall reasonably afford the Borrower the opportunity to contest, and shall reasonably cooperate with the Borrower in contesting, the imposition of any Taxes or Other Taxes giving rise to such payment; provided that (i) such Lender shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender for its reasonable attorney’s and accountant’s fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Taxes or Other Taxes. (d) Prior If a Lender changes its applicable lending office (other than pursuant to paragraph (e) below) or engages in a combination with another financial institution and the effect of the change or combination, as of the date of the change or combination, would be to cause the Borrower to become obligated to pay any additional amount under Section 3.01 or Section 3.04, the Borrower shall not be obligated to pay such additional amount. (e) If a condition or an event occurs that would, or would upon the passage of time or giving notice of notice, result in the payment of any additional amount to any Lender by the Borrower pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 3.01 or Section 3.43.04, each such Lender shall consult with promptly notify the applicable Borrower and the Administrative Agent with reference and shall take such steps as may reasonably be available to it and acceptable to the circumstances giving rise theretoBorrower to mitigate the effects of such condition or event (which shall include efforts to rebook the Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that nothing such Lender shall not be required to take any step that, in this Section 3.6(d) shall limit its reasonable judgment, would be disadvantageous to its business or operations or would require it to incur additional costs (unless the right of any Borrower agrees to reimburse such Lender to require full performance by such Borrower of its obligations under such Sectionsfor the reasonable incremental out-of-pocket costs thereof).

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Loan to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use its reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, not subject such Lender to any unreimbursed cost or expense or otherwise be disadvantageous to such Lender. The Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 in connection with any such designation or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadassignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.15, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.15. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Credit Extension to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay such Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any Lender has demanded compensation under Section 3.1 unreimbursed cost or Section 3.4 the applicable Borrower may give notice expense and would not otherwise be disadvantageous to such Lender through or the Administrative Agent thatL/C Issuer, unless and until such Lender notifies such as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (Apay) all Loans associated reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.18, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any material amount of Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Revolving Credit Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or materially reduce amounts payable pursuant to Section 3.2 Sections 3.01 or 3.04, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrowers agree to pay all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated in connection with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If any Lender makes a claim for requests compensation or other payment under Section 3.1 or Section 3.4 3.04, or if the Borrowers are required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender determines that it is unlawful or impermissible any Governmental Authority for it to make, maintain or fund Loans associated with the account of any Benchmark Lender pursuant to Section 3.23.01 and, in each case, the applicable Borrower relevant Lender has declined to, or is unable to, designate a different lending office in accordance with Section 3.06(b), then the Borrowers may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding 10.16 if such replacement would result in a reduction of such compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such SectionsTaxes.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If any Lender requests compensation under Section 3.04, or if the Parent Borrower is required to pay any material amount of Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or materially reduce amounts payable pursuant to Section 3.2 Sections 3.01 or 3.04, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Parent Borrower agrees to pay all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated in connection with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If any Lender makes a claim for requests compensation or other payment under Section 3.1 or Section 3.4 3.04, or if the Parent Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender determines that it is unlawful or impermissible any Governmental Authority for it to make, maintain or fund Loans associated with the account of any Benchmark Lender pursuant to Section 3.23.01 and, in each case, the applicable relevant Lender has declined to, or is unable to, designate a different lending office in accordance with Section 3.06(b), then the Parent Borrower may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding 10.16 if such replacement would result in a reduction of such compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such SectionsTaxes.

Matters Applicable to All Requests for Compensation. (a) If any Lender requests compensation under Section 3.04 or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided, that the booking or funding of the Loan through such Lending Office is not disadvantageous to the Borrowers. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (bc) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower Borrowers may replace such Lender in accordance with Section 9.1711.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative any Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative such Agent or such Lender may use any reasonable averaging and attribution methods. With respect to any Lender’s claim for compensation under Section 3.05, the Loan Parties shall not be required to compensate such Lender for any amount incurred more than 180 days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender requests compensation under Section 3.05, or the Borrower are required to pay any additional amount to any Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.01, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan affected by such event; provided that such efforts (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.05, as applicable, in the future and (ii) would not, in the judgment of such Lender be inconsistent with the internal policies of, or otherwise be disadvantageous in any Lender has demanded compensation under Section 3.1 material legal, economic or Section 3.4 the applicable Borrower may give notice regulatory respect to such Lender through or its Lending Office. The provisions of this clause (b) shall not affect or postpone any Obligations of the Administrative Agent that, unless and until Borrower or rights of such Lender notifies such Borrower that the circumstances giving rise pursuant to such suspension Section 3.01 or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead3.05. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.17[Reserved]. (d) Prior [Reserved]. (e) [Reserved]. (f) A Lender shall not be entitled to giving notice any compensation pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference foregoing sections to the circumstances giving rise thereto; provided that nothing in this Section 3.6(dextent such Lender is not imposing such charges or requesting such compensation from borrowers (similarly situated to the Borrower hereunder) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sectionscomparable syndicated credit facilities.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative any Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative such Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) any Lender requests compensation under Section 3.04, or if the obligation Borrower is required to pay any material amount of Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to 3.01, then such Lender through shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date reasonable judgment of such notice from Lender, such Borrower designation or assignment (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead eliminate or materially reduce amounts payable pursuant to Sections 3.01 or 3.04, as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of case may be, in the other Lenders), future and (B) after each of would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender’s Loans associated . The Borrower agrees to pay all reasonable costs and expenses incurred by any Lender in connection with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If any Lender makes a claim for requests compensation or other payment under Section 3.1 or Section 3.4 3.04, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender determines that it is unlawful or impermissible any Governmental Authority for it to make, maintain or fund Loans associated with the account of any Benchmark Lender pursuant to Section 3.23.01 and, in each case, the applicable relevant lender has declined or is unable to designate a different lending office in accordance with Section 3.06(b), then the Borrower may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding 10.16 if such replacement would result in a reduction of such compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such SectionsTaxes.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative any Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative such Agent or such Lender may use any reasonable averaging and attribution methods. With respect to any Lender’s claim for compensation under Section 3.03, 3.04 or 3.05, the Loan Parties shall not be required to compensate such Lender for any amount incurred more than 180 days prior to the date that such Lender notifies the Borrower Representative of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender requests compensation under Section 3.05, or a Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.03, then such Lender or the L/C Issuer, as applicable, will, if requested by the Borrower Representative (on behalf of the Borrowers) and at the Borrowers’ expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or reduce amounts payable pursuant to Section 3.2 3.01, 3.02 or 3.04, as applicable, in the future and (ii) would not, in the judgment of such Lender or such L/C Issuer, as applicable, be inconsistent with the internal policies of, or otherwise be disadvantageous in any Lender has demanded compensation under Section 3.1 material legal, economic or Section 3.4 the applicable Borrower may give notice regulatory respect to such Lender through or its Lending Office or such L/C Issuer. The provisions of this clause (c) shall not affect or postpone any Obligations of the Administrative Agent that, unless and until Borrowers or rights of such Lender notifies such Borrower that the circumstances giving rise pursuant to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadSection 3.05. (c) If any Lender makes a claim for requests compensation or other payment by the Borrowers under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.05, the applicable Borrower may replace Representative (on behalf of the Borrowers) 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 Eurocurrency Rate Loans denominated in accordance with Dollars, or to convert Base Rate Loans into Eurocurrency Rate Loans denominated in Dollars, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 9.173.06(e) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with If the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right obligation of any Lender to require full performance make or continue from one Interest Period to another any Eurocurrency Rate Loan denominated in Dollars, or to convert Base Rate Loans into Eurocurrency Rate Loans denominated in Dollars shall be suspended pursuant to this Section 3.07(d) hereof, such Lender’s Eurocurrency Rate Loans denominated in Dollars shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.03, 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 3.03, 3.04 or 3.05 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Eurocurrency Rate Loans denominated in Dollars have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans denominated in Dollars shall be applied instead to its Base Rate Loans; and (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans denominated in Dollars shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans denominated in Dollars shall remain as Base Rate Loans. (e) If any Lender gives notice to the Borrower Representative (with a copy to the Administrative Agent) that the circumstances specified in Section 3.03, 3.04 or 3.05 hereof that gave rise to the conversion of its obligations such Lender’s Eurocurrency Rate Loans denominated in Dollars pursuant to this Section 3.07 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans denominated in Dollars made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans denominated in Dollars, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans denominated in Dollars and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments. (f) A Lender shall not be entitled to any compensation pursuant to the foregoing sections to the extent such Lender is not imposing such charges or requesting such compensation from borrowers (similarly situated to the Borrowers hereunder) under such Sectionscomparable syndicated credit facilities.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. Such certificate shall provide in reasonable detail the amount payable and the calculations used to determine such amount. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 3.04, Anixter may remove or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.1710.13(b). (c) Any Lender claiming any additional amounts payable pursuant to Section 3.01 or Section 3.04, or exercising its rights under Section 3.02, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by Anixter or to change the jurisdiction of its Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender. (d) Prior If any Lender fails to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower notify Anixter and the Administrative Agent with reference within 120 days of its actual knowledge of any such additional amount payable by a Borrower pursuant to Section 3.01 or 3.04(a) or (b) (the “Notice Date”), the Borrowers shall not be obligated to pay such additional amounts accruing during the period from the Notice Date until the date of delivery of such notice, provided that the failure to give such notice shall not affect any Borrower’s obligation to pay such additional amounts accrued prior to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right Notice Date or after delivery of any Lender to require full performance by such Borrower of its obligations under such Sectionsnotice.

Matters Applicable to All Requests for Compensation. (a) A certificate No Borrower shall be required to compensate any Lender under Section 3.03 or 3.04 for amounts allocable to any period more than 30 days prior to the date that such Lender initially notifies such Borrower that it intends to claim compensation under such Sections; provided, however, that if such claim relates to any cost or increase that has been retroactively imposed upon such Lender, such Borrower shall be required to compensate such Lender for amounts allocable to the period since the date such cost or increase was so imposed upon such Lender, provided that such Lender notifies such Borrower that it intends to claim such compensation within 60 days of such retroactive cost or increase having been imposed. (b) The Administrative Agent and any Lender shall provide reasonable detail to the applicable Borrower regarding the manner in which the amount of any payment to the Administrative Agent or any that Lender claiming compensation under this Article III and setting forth in reasonable detail the additional has been determined, concurrently with demand for such payment. The Administrative Agent’s or any Lender’s determination of any amount or amounts to be paid to it hereunder payable under this Article III shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (bc) If For purposes of calculating amounts payable under this Article III any Loans shall be deemed to have been funded at the underlying applicable interest rate set forth in the definition thereof whether or not such Loans was, in fact, so funded. (d) All obligations under this Article III shall survive termination of the Commitments and payment in full of all Loans. (e) Upon (i) the obligation of any Borrower becoming obligated for any taxes with respect to any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or 3.01, (ii) any Lender has demanded making a claim for compensation under Section 3.1 3.03 or Section 3.4 3.04, (iii) any Lender invoking Section 3.06, or (iv) such Lender becoming a Defaulting Lender or a Protesting Lender, such Lender, upon not less than 10 Business Days’ Requisite Notice from the applicable Borrower (with a copy to the Administrative Agent), shall execute and deliver a Notice of Assignment and Acceptance covering that Lender’s Pro Rata Share in favor of such Eligible Assignee as such Borrower may give notice designate, subject to payment in full by such Eligible Assignee of all principal, interest, compensation, fees and other amounts owing to such Lender through the date of assignment, including without limitation all amounts owing under this Article III. Upon the removal of any Lender, it shall be released from all obligations and liabilities under any Loan Document. An assignment pursuant to this Section shall be governed by the provisions of Section 11.05 other than the Minimum Amount limitation therein contained. Alternatively, the Company may, upon 10 Business Days’ notice to the Administrative Agent that(who shall notify each Lender) reduce the combined Commitments by an amount equal to that Lender’s Pro Rata Share (and, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation this purpose, no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender Minimum Amounts shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lendersapply), and (B) after each in connection therewith, deliver to the Administrative Agent for the account of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace amounts, described in the first sentence above and release such Lender in accordance with Section 9.17from its Pro Rata Share. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) The L/C Issuer may make any Credit Extension through any Lending Office, provided that the exercise of this option shall not affect the obligation the Company to repay the Credit Extension in accordance with the terms of this Agreement. A certificate of the Administrative Agent or any Lender L/C Issuer claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest errorerror and shall set forth in reasonable detail the basis for requesting such amount (but shall not require the L/C Issuer to disclose confidential or proprietary information). In determining such amount, the Administrative Agent or such Lender L/C Issuer may use any reasonable averaging and attribution methodsmethods if applied consistently to all similarly situated borrowers. (b) If (i) the obligation of Company is required to pay any Lender amount to make any Loan associated with any Benchmark shall be suspended the L/C Issuer pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 this Article III, then the applicable Borrower may give notice to such Lender through L/C Issuer shall, at the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark expense of the other Lenders)Company, use reasonable efforts (consistent with legal and (Bregulatory restrictions) after each to change the jurisdiction of its Lending Office so as to eliminate or reduce any such Lender’s Loans associated with additional payment which may thereafter accrue, if such Benchmark has been repaid, all payments change in the reasonable judgment of principal which would the L/C Issuer is not otherwise be applied disadvantageous to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadthe L/C Issuer. (c) If any Lender makes a claim for Failure or delay on the part of the L/C Issuer to demand compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.02 shall not constitute a waiver of the L/C Issuer’s right to demand such compensation, provided that the applicable Borrower may replace such Lender in accordance with Section 9.17. (d) Prior Company shall not be required to giving notice compensate the L/C Issuer pursuant to (i) Section 3.2 3.02 for any increased costs incurred or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference reductions suffered more than six months prior to the circumstances date that the L/C Issuer notifies the Company of the Change in Law giving rise thereto; provided to such increased costs or reductions and of 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 3.02 for any loss, cost or expense incurred more than six months prior to the date that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such SectionsL/C Issuer notifies the Company thereof.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive if prepared reasonably and binding upon all parties hereto in the absence of manifest errorgood faith. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark Eurodollar Rate Loans shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 with respect to Eurodollar Rate Loans, the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender as Eurodollar Rate Loans shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Eurodollar Rate Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s 's Eurodollar Rate Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Eurodollar Rate Loans shall be applied to repay such Lender’s 's Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Eurodollar Rate Loans associated with any Benchmark or Money Market LIBOR Loans pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.179.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent any Agent, any Lender or any Lender L/C Issuer claiming compensation under this Article III and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent such Agent, such Lender or such Lender L/C Issuer may use any reasonable averaging and attribution methods. With respect to any Lender’s or L/C Issuer’s claim for compensation under Sections 3.03, 3.04 or 3.05, the Loan Parties shall not be required to compensate such Lender or L/C Issuer for any amount incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer requests compensation under Section 3.05, or the Borrower is required to pay any additional amount to any Lender, the Swingline Lender, any L/C Issuer or any Governmental Authority for the account of any Lender, the Swingline Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.03, then such Lender, the Swingline Lender or L/C Issuer, as applicable, will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.05, as applicable, in the future and (ii) would not, in the judgment of such Lender, the Swingline Lender or such L/C Issuer, as applicable, be inconsistent with the internal policies of, or otherwise be disadvantageous in any Lender has demanded compensation under Section 3.1 material legal, economic or Section 3.4 the applicable Borrower may give notice regulatory respect to such Lender through or its Lending Office, the Administrative Agent that, unless and until Swingline Lender or such L/C Issuer. The provisions of this clause (b) shall not affect or postpone any Obligations of the Borrower or rights of such Lender notifies such Borrower that the circumstances giving rise pursuant to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadSection 3.05. (c) If A Lender shall not be entitled to any compensation pursuant to Section 3.03, 3.05 or 3.06 unless such Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines certifies that it is unlawful imposing such charges or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace requesting such Lender in accordance with Section 9.17. compensation from borrowers (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference similarly situated to the circumstances giving rise thereto; provided that nothing in this Section 3.6(dBorrower hereunder) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sectionscomparable syndicated credit facilities.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest errorerror (i) unless such amount or amounts result from or is with respect to any period prior to the date that is 120 days prior to the date on which the Administrative Agent or the applicable Lender makes a claim hereunder if the Administrative Agent or the applicable Lender prior to such date knew or could reasonably have been expected to know of the circumstances giving rise to the claim hereunder or the fact that such circumstances would result in the claim hereunder and (ii) provided that no compensation shall be claimed under this Article III unless the Administrative Agent or the applicable Lender is making similar claims to other similarly situated borrowers. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01, 3.02 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower Borrowers may replace such Lender in accordance with Section 9.1710.13. (dc) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Each Lender shall consult with promptly notify the applicable Parent Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender event of which it has knowledge which will result in an obligation of the Borrowers to require full performance pay any amounts pursuant to Article III, and will use reasonable commercial efforts available to it (and not, in such Lender’s reasonable judgment, otherwise disadvantageous to such Lender) to mitigate or avoid any such obligations by such Borrower of its obligations under such Sectionsthe Borrowers.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Credit Extension to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay such Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any Lender has demanded compensation under Section 3.1 unreimbursed cost or Section 3.4 the applicable Borrower may give notice expense and would not otherwise be disadvantageous to such Lender through or the Administrative Agent thatL/C Issuer, unless and until such Lender notifies such as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (Apay) all Loans associated reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.18, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.15. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and reasonably detailed calculations demonstrating how such amounts were determined shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes 's making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower may replace such Lender in accordance with Section 9.1711.16. (c) Each Lender hereby agrees to use its best efforts to notify the Borrower of the occurrence of any event referred to in Section 3.04 promptly after becoming aware of the occurrence thereof. The failure of any Lender to provide such notice or to make demand for payment under Section 3.04 shall not constitute a waiver of such Lender's rights thereunder; provided that, notwithstanding any provision to the contrary contained in Section 3.04, the Borrower shall not be required to reimburse any Lender for any amounts or costs incurred under Section 3.04 more than 180 days prior to the date that such Lender notifies the Borrower in writing thereof, in each case unless, and to the extent that, any such amounts or costs so incurred shall relate to the retroactive application of any event notified to the Borrower within 180 days after such Lender became aware thereof which entitles such Lender to such compensation. If any Lender shall subsequently determine that any amount demanded and collected under Section 3.04 was done so in error, such Lender will promptly return such amount to the Borrower. (d) Prior If any Lender requests compensation under Section 3.04, or requires the Borrower to giving notice pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.2 3.01, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to demanding compensation assign its rights and obligations hereunder to another of its offices, branches or other payment affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.1 3.01 or Section 3.43.04, each as the case may be, in the future and (ii) would not subject such Lender shall consult with the applicable to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of expenses incurred by any Lender to require full performance by in connection with any such Borrower of its obligations under such Sectionsdesignation or assignment.

Matters Applicable to All Requests for Compensation. 30 (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive if prepared reasonably and binding upon all parties hereto in the absence of manifest errorgood faith. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark Eurodollar Rate Loans shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 with respect to Eurodollar Rate Loans, the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender as Eurodollar Rate Loans shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Eurodollar Rate Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s 's Eurodollar Rate Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Eurodollar Rate Loans shall be applied to repay such Lender’s 's Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Eurodollar Rate Loans associated with any Benchmark or Money Market LIBOR Loans pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.179.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Any Lender claiming compensation under this Article III Section 3 shall furnish to Borrower and Administrative Agent a statement setting forth (with an explanation in reasonable detail detail) the additional amount or amounts to be paid to it hereunder which shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. Each Lender shall give Borrower as much advance notice as is reasonably practical of its intention to make a claim for payment under this Section 3 (with a demand for such additional costs to be sent to Borrower as soon as reasonably practical thereafter), and no Lender shall be entitled to compensation for any such additional amounts relating to a period more than 90 days prior to the giving of such notice by such Lender (except to the extent that such additional costs were retroactively applied against such Lender beyond a period of 90 days). For purposes of this Section 3, a Lender shall be deemed --------- to have funded each Offshore Rate Loan at the Offshore Base Rate used in determining the Offshore Rate for such Loan by a matching deposit or other borrowing in the offshore Dollar interbank market, whether or not such Offshore Rate Loan was in fact so funded. (b) If Upon any Lender making a claim for compensation under Sections 3.01 or ------------- 3.04, Borrower may, upon notice to such Lender and Administrative Agent, remove ---- such Lender by (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or non ratably terminating such Lender's Commitment and/or (ii) any causing such Lender has demanded compensation under Section 3.1 to assign its Commitment to one or Section 3.4 the applicable Borrower may give notice more other Lenders or Eligible Assignees acceptable to Borrower, Administrative Agent and Issuing Lender. Any removed or replaced Lender shall be entitled to (x) payment in full of all principal, interest, fees and other amounts owing to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower termination or assignment (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be including any amounts payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.to

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive if prepared reasonably and binding upon all parties hereto in the absence of manifest errorgood faith. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark Eurocurrency Rate Loans shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 with respect to Eurocurrency Rate Loans, the applicable Borrower may give NYDOCS03/828371 notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender as Eurocurrency Rate Loans shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Eurocurrency Rate Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s 's Eurocurrency Rate Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Eurocurrency Rate Loans shall be applied to repay such Lender’s 's Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Eurocurrency Rate Loans associated with any Benchmark or Money Market LIBOR Loans pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.179.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.17.. 62 Toyota - 364 Day Credit Agreement (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Loan to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires a Borrower to pay any Indemnified Taxes, or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, not subject such Lender to any unreimbursed cost or expense. The Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 in connection with any such designation or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadassignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04, or if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.4 3.01, and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.16, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.14. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. Such certificate shall provide in reasonable detail the amount payable and the calculations used to determine such amount. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 3.04, Anixter may remove or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.1710.14. (c) Any Lender claiming any additional amounts payable pursuant to Section 3.01 or Section 3.04, or exercising its rights under Section 3.02, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by Anixter or to change the jurisdiction of its Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender. (d) Prior If any Lender fails to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower notify Anixter and the Administrative Agent with reference within 120 days of its actual knowledge of any such additional amount payable by a Borrower pursuant to Section 3.01 or 3.04(a) or (b) (the “Notice Date”), the Borrowers shall not be obligated to pay such additional amounts accruing during the period from the Notice Date until the date of delivery of such notice, provided, further, that the failure to give such notice shall not affect any Borrower’s obligation to pay such additional amounts accrued prior to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right Notice Date or after delivery of any Lender to require full performance by such Borrower of its obligations under such Sectionsnotice.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. At the Borrower’s request, such Lender shall provide to the Borrower such supporting information related to such claim for compensation as may reasonably be requested, provided, however, that no Lender shall be required to provide any information that it deems confidential. (b) If (i) Each Lender agrees that, as promptly as practicable after it becomes aware of the obligation occurrence of an event or the existence of a condition which would entitle it to exercise any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to rights under Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 3.01 or Section 3.4 3.04, it shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to make, fund or maintain the applicable Borrower may give notice to affected Loans of such Lender through the Administrative Agent that, unless and until another lending office of such Lender notifies such Borrower that if (a) as a result thereof the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark additional moneys which would otherwise be made by required to be paid in respect of such Loans of such Lender shall would be made instead as Base Rate reduced or the illegality or other adverse circumstances which would otherwise affect such Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal Lender would cease to exist or the increased cost which would otherwise be applied required to be paid in respect of such Loans shall would be applied to repay reduced, and (b) the making, funding or maintaining of such Loans through such other lending office would not, in the sole determination of such Lender’s Base Rate , otherwise adversely affect such Loans insteador such Lender. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower may replace such Lender in accordance with Section 9.1710.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive if prepared reasonably and binding upon all parties hereto in the absence of manifest errorgood faith. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark Eurodollar Rate Loans shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 with respect to Eurodollar Rate Loans, the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender as Eurodollar Rate Loans shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Eurodollar Rate Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Eurodollar Rate Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Eurodollar Rate Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Eurodollar Rate Loans associated with any Benchmark or Money Market LIBOR Loans pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.179.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) If any Lender or the Administrative Agent determines that it is entitled to compensation under this Article III, such Lender or the Administrative Agent, as applicable, shall give prompt notice thereof to the Borrower. A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower may replace such Lender in accordance with Section 9.1711.13. (c) Upon the request and at the expense of the Borrower, each Lender to which the Borrower is required to pay any additional amount pursuant to Section 3.01 or 3.04 shall reasonably afford the Borrower the opportunity to contest, and shall reasonably cooperate with the Borrower in contesting, the imposition of any Taxes or Other Taxes giving rise to such payment; provided that (i) such Lender shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender for its reasonable attorney’s and accountant’s fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Taxes or Other Taxes. (d) Prior If a Lender changes its applicable lending office (other than pursuant to paragraph (e) below) or engages in a combination with another financial institution and the effect of the change or combination, as of the date of the change or combination, would be to cause the Borrower to become obligated to pay any additional amount under Section 3.01 or Section 3.04, the Borrower shall not be obligated to pay such additional amount. (e) If a condition or an event occurs that would, or would upon the passage of time or giving notice of notice, result in the payment of any additional amount to any Lender by the Borrower pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 3.01 or Section 3.43.04, each such Lender shall consult with promptly notify the applicable Borrower and the Administrative Agent with reference and shall take such steps as may reasonably be available to it and acceptable to the circumstances giving rise theretoBorrower to mitigate the effects of such condition or event (which shall include efforts to rebook the Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that nothing such Lender shall not be required to take any step that, in this Section 3.6(d) shall limit its reasonable judgment, would be disadvantageous to its business or operations or would require it to incur additional costs (unless the right of any Borrower agrees to reimburse such Lender to require full performance by such Borrower of its obligations under such Sectionsfor the reasonable incremental out-of-pocket costs thereof).

Matters Applicable to All Requests for Compensation. (a) A certificate of Each demand or request by the Administrative Agent or any Lender claiming compensation under this Article III and shall be accompanied by a certificate setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder hereunder, which certificate shall be conclusive and binding upon all parties hereto in the absence of manifest demonstrable error. In determining such amount, the Administrative Agent or such a Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded Lender’s making a claim for compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.4, the applicable Borrower Company may remove or replace such Lender in accordance with Section 9.179.12. (dc) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment Any Lender claiming any additional amounts payable pursuant to Section 3.1 or Section 3.4, each or exercising its rights under Section 3.2, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by the Company or to change the jurisdiction of its Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender. (d) If any Lender shall consult with fails to notify the applicable Borrower Company and the Administrative Agent with reference within 120 days after it obtains actual knowledge of any such additional amount payable by a Borrower pursuant to Section 3.1 or 3.4(a) or (b) (such 120th day, the “Notice Date”), the Borrowers shall not be obligated to pay such additional amounts accruing during the period from the Notice Date to the circumstances giving rise thereto; date of delivery of such notice, provided that nothing in this Section 3.6(d) the failure to give such notice shall limit not affect any Borrower’s obligation to pay such additional amounts accrued prior to the right Notice Date or after delivery of any Lender to require full performance by such Borrower of its obligations under such Sectionsnotice.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Loan to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender, as the case may be, to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 in connection with any such designation or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadassignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.15, the applicable Borrower may replace such Lender in accordance with Section 9.1710.14. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. Such certificate shall provide in reasonable detail the amount payable and the calculations used to determine such amount. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower Company may remove or replace such Lender in accordance with Section 9.179.12. (c) Any Lender claiming any additional amounts payable pursuant to Section 3.01 or Section 3.04, or exercising its rights under Section 3.02, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by the Company or to change the jurisdiction of its Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender. (d) Prior If any Lender fails to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with notify the applicable Borrower Company and the Administrative Agent with reference within 120 days after it obtains actual knowledge of any such additional amount payable by a Borrower pursuant to Section 3.01 or 3.04(a) or (b) (such 120th day, the “Notice Date”), the Borrowers shall not be obligated to pay such additional amounts accruing during the period from the Notice Date to the circumstances giving rise thereto; date of delivery of such notice, provided that nothing in this Section 3.6(d) the failure to give such notice shall limit not affect any Borrower’s obligation to pay such additional amounts accrued prior to the right Notice Date or after delivery of any Lender to require full performance by such Borrower of its obligations under such Sectionsnotice.

Matters Applicable to All Requests for Compensation. (a) A certificate The Company shall not be required to compensate any Lender under Section 3.03 or 3.04 for amounts allocable to any period more than 30 days prior to the date that such Lender initially notifies the Company that it intends to claim compensation under such Sections; provided, however, that if such claim relates to any cost or increase that has been retroactively imposed upon such Lender, the Company shall be required to compensate such Lender for amounts allocable to the period since the date such cost or increase was so imposed upon such Lender, provided that such Lender notifies the Company that it intends to claim such compensation within 60 days of such retroactive cost or increase having been imposed. (b) The Administrative Agent and any Lender shall provide reasonable detail to the Company regarding the manner in which the amount of any payment to the Administrative Agent or any that Lender claiming compensation under this Article III and setting forth in reasonable detail the additional has been determined, concurrently with demand for such payment. The Administrative Agent's or any Lender's determination of any amount or amounts to be paid to it hereunder payable under this Article III shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (bc) If For purposes of calculating amounts payable under this Article III any Loans shall be deemed to have been funded at the underlying applicable interest rate set forth in the definition thereof whether or not such Loans was, in fact, so funded. (d) All of the Company's obligations under this Article III shall survive termination of the Commitments and payment in full of all Loans. (e) Upon (i) the obligation of Company becoming obligated for any taxes with respect to any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or 3.01, (ii) any Lender has demanded making a claim for compensation under Section 3.1 3.03 or Section 3.4 3.04, or (iii) any Lender invoking Section 3.06, such Lender, upon not less than 10 Business Days' Requisite Notice from the applicable Borrower Company (with a copy to the Administrative Agent), shall execute and deliver a Notice of Assignment and Acceptance covering that Lender's Pro Rata Share in favor of such Eligible Assignee as the Company may give notice designate, subject to payment in full by such Eligible Assignee of all principal, interest, compensation, fees and other amounts owing to such Lender through the date of assignment, including without limitation all amounts owing under this Article III. Upon the removal of any Lender, it shall be released from all obligations and liabilities under any Loan Document. An assignment pursuant to this Section shall be governed by the provisions of Section 10.05 other than the Minimum Amount limitation therein contained. Alternatively, the Company may, upon 10 Business Days' notice to the Administrative Agent that(who shall notify each Lender) reduce the combined Commitments by an amount equal to that Lender's Pro Rata Share (and, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation this purpose, no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender Minimum Amounts shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lendersapply), and (B) after each in connection therewith, deliver to the Administrative Agent for the account of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace amounts, described in the first sentence above and release such Lender in accordance with Section 9.17from its Pro Rata Share. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Credit Extension to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay such Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any Lender has demanded compensation under Section 3.1 unreimbursed cost or Section 3.4 the applicable Borrower may give notice expense and would not otherwise be materially disadvantageous to such Lender through or the Administrative Agent thatL/C Issuer, unless and until such Lender notifies such as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (Apay) all Loans associated reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.18, the applicable Borrower Company may replace such Lender in accordance with Section 9.1711.14. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Loan to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender, as the case may be, to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender has demanded compensation under Section 3.1 in connection with any such designation or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadassignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.15, the applicable Borrower may replace such Lender in accordance with Section 9.1710.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate No Borrower shall be required to compensate any Lender under Section 3.03 or 3.04 for amounts allocable to any period more than 30 days prior to the date that such Lender initially notifies such Borrower that it intends to claim compensation under such Sections; provided, however, that if such claim relates to any cost or increase that has been retroactively imposed upon such Lender, such Borrower shall be required to compensate such Lender for amounts allocable to the period since the date such cost or increase was so imposed upon such Lender, provided that such Lender notifies such Borrower that it intends to claim such compensation within 60 days of such retroactive cost or increase having been imposed. (b) The Administrative Agent and any Lender shall provide reasonable detail to the applicable Borrower regarding the manner in which the amount of any payment to the Administrative Agent or any that Lender claiming compensation under this Article III and setting forth in reasonable detail the additional has been determined, concurrently with demand for such payment. The Administrative Agent's or any Lender's determination of any amount or amounts to be paid to it hereunder payable under this Article III shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (bc) If For purposes of calculating amounts payable under this Article III any Loans shall be deemed to have been funded at the underlying applicable interest rate set forth in the definition thereof whether or not such Loans was, in fact, so funded. (d) All obligations of any Borrower under this Article III shall survive termination of the Commitments and payment in full of all Loans. (e) Upon (i) the obligation of any Borrower becoming obligated for any taxes with respect to any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or 3.01, (ii) any Lender has demanded making a claim for compensation under Section 3.1 3.03 or Section 3.4 3.04, or (iii) any Lender invoking Section 3.06, such Lender, upon not less than 10 Business Days' Requisite Notice from the applicable Borrower (with a copy to the Administrative Agent), shall execute and deliver a Notice of Assignment and Acceptance covering that Lender's Pro Rata Share in favor of such Eligible Assignee as such Borrower may give notice designate, subject to payment in full by such Eligible Assignee of all principal, interest, compensation, fees and other amounts owing to such Lender through the date of assignment, including without limitation all amounts owing under this Article III. Upon the removal of any Lender, it shall be released from all obligations and liabilities under any Loan Document. An assignment pursuant to this Section shall be governed by the provisions of Section 10.05 other than the Minimum Amount limitation therein contained. Alternatively, the Company may, upon 10 Business Days' notice to the Administrative Agent that(who shall notify each Lender) reduce the combined Commitments by an amount equal to that Lender's Pro Rata Share (and, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation this purpose, no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender Minimum Amounts shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lendersapply), and (B) after each in connection therewith, deliver to the Administrative Agent for the account of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace amounts, described in the first sentence above and release such Lender in accordance with Section 9.17from its Pro Rata Share. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article ARTICLE III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and reasonably detailed calculations demonstrating how such amounts were determined shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes 's making a claim for compensation under SECTION 3.01 or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower may replace such Lender in accordance with Section 9.17SECTION 11.16. (c) Each Lender hereby agrees to use its best efforts to notify the Borrower of the occurrence of any event referred to in SECTION 3.04 promptly after becoming aware of the occurrence thereof. The failure of any Lender to provide such notice or to make demand for payment under SECTION 3.04 shall not constitute a waiver of such Lender's rights thereunder; PROVIDED that, notwithstanding any provision to the contrary contained in SECTION 3.04, the Borrower shall not be required to reimburse any Lender for any amounts or costs incurred under SECTION 3.04 more than 180 days prior to the date that such Lender notifies the Borrower in writing thereof, in each case unless, and to the extent that, any such amounts or costs so incurred shall relate to the retroactive application of any event notified to the Borrower within 180 days after such Lender became aware thereof which entitles such Lender to such compensation. If any Lender shall subsequently determine that any amount demanded and collected under SECTION 3.04 was done so in error, such Lender will promptly return such amount to the Borrower. (d) Prior If any Lender requests compensation under SECTION 3.04, or requires the Borrower to giving notice pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.2 3.01, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to demanding compensation assign its rights and obligations hereunder to another of its offices, branches or other payment affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.1 SECTION 3.01 or Section 3.43.04, each as the case may be, in the future and (ii) would not subject such Lender shall consult with the applicable to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of expenses incurred by any Lender to require full performance by in connection with any such Borrower of its obligations under such Sectionsdesignation or assignment.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) Each Lender may make any Loan to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Loan in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires a Borrower to make pay any Loan associated with Indemnified Taxes, or any Benchmark shall be suspended Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.2 3.01, or (ii) if any Lender has demanded compensation under gives a notice pursuant to Section 3.1 or Section 3.4 the applicable Borrower may give notice to 3.02, then such Lender through the Administrative Agent thatshall, unless and until such Lender notifies such Borrower that the circumstances giving rise as applicable, use reasonable efforts to such suspension designate a different Lending Office for funding or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all booking its Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead.hereunder or to (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04, or if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.4 3.01, and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.16, the applicable Borrower Company may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.11.14. 3.07

Matters Applicable to All Requests for Compensation. (at) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (cu) If any Lender makes a claim for requests compensation or other payment under Section 3.1 or Section 3.4 3.04, or if the Borrowers are required to pay any material amount of Indemnified Taxes, Other Taxes or additional amounts to any Lender determines that it is unlawful or impermissible any Governmental Authority for it to make, maintain or fund Loans associated with the account of any Benchmark Lender pursuant to Section 3.23.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Revolving Credit Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or materially reduce amounts payable pursuant to Sections 3.01 or 3.04, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrowers agree to pay all reasonable costs and expenses incurred by any Lender in connection with such designation or assignment. (v) If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, the applicable Borrower relevant Lender has declined to, or is unable to, designate a different lending office in accordance with Section 3.06(b), then the Borrowers may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding 10.16 if such replacement would result in a reduction of such compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such SectionsTaxes.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative any Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative such Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) any Lender requests compensation under Section 3.04, or if the obligation Borrower is required to pay any material amount of Indemnified Taxes, Other Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to 3.01, then such Lender through shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date reasonable judgment of such notice from Lender, such Borrower designation or assignment (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead eliminate or materially reduce amounts payable pursuant to Sections 3.01 or 3.04, as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of case may be, in the other Lenders), future and (B) after each of would not subject such lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender’s Loans associated . The Borrower agrees to pay all reasonable costs and expenses incurred by any Lender in connection with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If any Lender makes a claim for requests compensation or other payment under Section 3.1 or Section 3.4 3.04, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amounts to any Lender determines that it is unlawful or impermissible any Governmental Authority for it to make, maintain or fund Loans associated with the account of any Benchmark Lender pursuant to Section 3.23.01 and, in each case, the applicable relevant lender has declined or is unable to designate a different lending office in accordance with Section 3.06(b), then the Borrower may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding 10.16 if such replacement would result in a reduction of such compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such SectionsTaxes.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative any Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and basis therefor in reasonable specificity shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative such Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended or Agent requests compensation pursuant to Section 3.2 or 3.04, (ii) any Lender has demanded compensation under or Agent delivers a notice described in Section 3.1 3.02, (iii) the Borrower is required to pay any amount to any Lender or Agent or any Governmental Authority on account of any Lender or Agent pursuant to Section 3.4 3.01 or (iv) any Lender is a Defaulting Lender, the applicable Borrower may give may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 10.07(b)), upon notice to such Lender through or Agent and the Administrative Agent, require such Lender or Agent to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.07), all of its interests, rights and obligations under this Agreement to an assignee designated by the Borrower that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (w) such assignment will result in a reduction in the claim for compensation under Section 3.04 or in the withdrawal of the notice under Section 3.02 or in the reduction of payments under Section 3.01, as the case may be, or in the case of clause (iv) above the applicable Lender is a Defaulting Lender, (x) such assignment shall not conflict with any applicable Law, (y) the Borrower shall have received the prior written consent of the Administrative Agent that(and, unless if a Revolving Credit Commitment is being assigned, of the L/C Issuer and until the Swing Line Lender), which consent shall not unreasonably be withheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender notifies such Borrower that or Agent in immediately available funds an amount equal to the circumstances giving rise sum of the principal of and interest accrued to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such payment on the outstanding Loans of such Lender or Agent, respectively, plus Alderwoods Credit Agreement all fees and other amounts accrued for the account of such Lender or Agent hereunder (including any amounts under Section 3.04 and Section 3.01); provided, further, that, if prior to such transfer and assignment the circumstances or event that resulted in such Lender's or Agent's claim for compensation under Section 3.04 or notice from under Section 3.02 or the amounts payable pursuant to Section 3.01, as the case may be, cease to cause such Borrower Lender or Agent to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 3.02, or cease to result in amounts being payable under Section 3.01, as the case may be (A) all Loans associated with such Benchmark which would otherwise be made including as a result of any action taken by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied or Agent pursuant to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. paragraph (c) If any below), or if such Lender makes a or Agent shall waive its right to claim for compensation or other payment under Section 3.1 3.04 in respect of such circumstances or event or shall withdraw its notice under Section 3.4 3.02 or if any Lender determines that it is unlawful shall waive its right to payments under Section 3.01 in respect of such circumstances or impermissible for it to makeevent, maintain as the case may be, or fund Loans associated with any Benchmark pursuant to Section 3.2, in the case of clause (iv) above the applicable Borrower may replace Lender is no longer a Defaulting Lender, then such Lender in accordance with Section 9.17or Agent shall not thereafter be required to make any such transfer and assignment hereunder. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) If any Lender or the Administrative Agent determines that it is entitled to compensation under this Article III, such Lender or the Administrative Agent, as applicable, shall give prompt notice thereof to the Borrower. A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes 's making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower may replace such Lender in accordance with Section 9.1711.16. (c) Upon the request and at the expense of the Borrower, each Lender to which the Borrower is required to pay any additional amount pursuant to Section 3.01 or 3.04 shall reasonably afford the Borrower the opportunity to contest, and shall reasonably cooperate with the Borrower in contesting, the imposition of any Taxes or Other Taxes giving rise to such payment; provided that (i) such Lender shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender for its reasonable attorney's and accountant's fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Taxes or Other Taxes. (d) Prior If a Lender changes its applicable lending office (other than pursuant to paragraph (e) below) or engages in a combination with another financial institution and the effect of the change or combination, as of the date of the change or combination, would be to cause the Borrower to become obligated to pay any additional amount under Section 3.01 or Section 3.04, the Borrower shall not be obligated to pay such additional amount. (e) If a condition or an event occurs that would, or would upon the passage of time or giving notice of notice, result in the payment of any additional amount to any Lender by the Borrower pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 3.01 or Section 3.43.04, each such Lender shall consult with promptly notify the applicable Borrower and the Administrative Agent with reference and shall take such steps as may reasonably be available to it and acceptable to the circumstances giving rise theretoBorrower to mitigate the effects of such condition or event (which shall include efforts to rebook the Revolving Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that nothing such Lender shall not be required to take any step that, in this Section 3.6(d) shall limit its reasonable judgment, would be disadvantageous to its business or operations or would require it to incur additional costs (unless the right of any Borrower agrees to reimburse such Lender to require full performance by such Borrower of its obligations under such Sectionsfor the reasonable incremental out-of-pocket costs thereof).

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent any Agent, any Lender or any Lender L/C Issuer claiming compensation under this Article III and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent such Agent, such Lender or such Lender L/C Issuer may use any reasonable averaging and attribution methods.. With respect to any Lender’s or L/C Issuer’s claim for compensation under Sections 3.03, 3.04 or 3.05, the Loan Parties shall not be required to compensate such Lender or L/C Issuer for any amount incurred more than 180 days prior to the (b) If any Lender or L/C Issuer requests compensation under Section 3.05, or the Borrower is required to pay any additional amount to any Lender, the Swingline Lender, any L/C Issuer or any Governmental Authority for the account of any Lender, the Swingline Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.03, then such Lender, the Swingline Lender or L/C Issuer, as applicable, will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.05, as applicable, in the future and (ii) would not, in the judgment of such Lender, the Swingline Lender or such L/C Issuer, as applicable, be inconsistent with the internal policies of, or otherwise be disadvantageous in any Lender has demanded compensation under Section 3.1 material legal, economic or Section 3.4 the applicable Borrower may give notice regulatory respect to such Lender through or its Lending Office, the Administrative Agent that, unless and until Swingline Lender or such L/C Issuer. The provisions of this clause (b) shall not affect or postpone any Obligations of the Borrower or rights of such Lender notifies such Borrower that the circumstances giving rise pursuant to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadSection 3.05. (c) If A Lender shall not be entitled to any compensation pursuant to Section 3.03, 3.05 or 3.06 unless such Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines certifies that it is unlawful imposing such charges or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace requesting such Lender in accordance with Section 9.17. compensation from borrowers (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference similarly situated to the circumstances giving rise thereto; provided that nothing in this Section 3.6(dBorrower hereunder) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sectionscomparable syndicated credit facilities.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive if prepared reasonably and binding upon all parties hereto in the absence of manifest errorgood faith. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.. NYDOCS03/828370 (b) If (i) the obligation of any Lender to make any Loan associated with any Benchmark Eurocurrency Rate Loans shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 with respect to Eurocurrency Rate Loans, the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender as Eurocurrency Rate Loans shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Eurocurrency Rate Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Eurocurrency Rate Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Eurocurrency Rate Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Eurocurrency Rate Loans associated with any Benchmark or Money Market LIBOR Loans pursuant to Section 3.2, the applicable Borrower may replace such Lender in accordance with Section 9.179.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) Each Lender may make any Credit Extension to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay such Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment would reasonably be expected to (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any Lender has demanded compensation under Section 3.1 unreimbursed cost or Section 3.4 the applicable Borrower may give notice expense and would not otherwise be disadvantageous to such Lender through or the Administrative Agent thatL/C Issuer, unless and until such Lender notifies such as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (Apay) all Loans associated reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteaddesignation or assignment. (c) If Upon any Lender makes Lender’s making a claim for compensation or other payment under Section 3.1 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.4 3.06(b), or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark a Defaulting Lender pursuant to Section 3.22.18, the applicable Borrower Company may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.11.16. 145501075_6

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. Notwithstanding the forgoing, the Borrowers shall only be obligated to compensate the Administrative Agent or such Lender for any amount under this Article III (i) to the extent such amount or amounts result from or is with respect to any period within 120 days prior to the date on which the Administrative Agent or the applicable Lender makes a claim hereunder if the Administrative Agent or the applicable Lender prior to such date knew or could reasonably have been expected to know of the circumstances giving rise to the claim hereunder or the fact that such circumstances would result in the claim hereunder and (ii) if the Administrative Agent or the applicable Lender is making similar claims to other similarly situated borrowers. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (b) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01, 3.02 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower Borrowers may replace such Lender in accordance with Section 9.1710.13. (dc) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Each Lender shall consult with promptly notify the applicable Parent Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender event of which it has knowledge which will result in an obligation of the Borrowers to require full performance pay any amounts pursuant to Article III, and will use reasonable commercial efforts available to it (and not, in such Lender’s reasonable judgment, otherwise disadvantageous to such Lender) to mitigate or avoid any such obligations by such Borrower of its obligations under such Sectionsthe Borrowers.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent any Agent, any Lender or any Lender L/C Issuer claiming compensation under this Article III and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent such Agent, such Lender or such Lender L/C Issuer may use any reasonable averaging and attribution methods. With respect to any Lender’s or L/C Issuer’s claim for compensation under Sections 3.03, 3.04 or 3.05, the Loan Parties shall not be required to compensate such Lender or L/C Issuer for any amount incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180- day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender or L/C Issuer requests compensation under Section 3.05, or the Borrower is required to pay any additional amount to any Lender, the Swingline Lender, any L/C Issuer or any Governmental Authority for the account of any Lender, the Swingline Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.03, then such Lender, the Swingline Lender or L/C Issuer, as applicable, will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or reduce amounts payable pursuant to Section 3.2 3.01 or 3.05, as applicable, in the future and (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 would not, in the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each judgment of such Lender’s Loans associated , the Swingline Lender or such L/C Issuer, as applicable, be inconsistent with such Benchmark has been repaidthe internal policies of, all payments of principal which would or otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead.be (c) If A Lender shall not be entitled to any compensation pursuant to Section 3.03, 3.05 or 3.06 unless such Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines certifies that it is unlawful imposing such charges or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower may replace requesting such Lender in accordance with Section 9.17. compensation from borrowers (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference similarly situated to the circumstances giving rise thereto; provided that nothing in this Section 3.6(dBorrower hereunder) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sectionscomparable syndicated credit facilities.

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. At the Borrower's request, such Lender shall provide to the Borrower such supporting information related to such claim for compensation as may reasonably be requested, provided, however, that no Lender shall be required to provide any information that it deems confidential. (b) If (i) Each Lender agrees that, as promptly as practicable after it becomes aware of the obligation occurrence of an event or the existence of a condition which would entitle it to exercise any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation rights under Section 3.1 Sections 3.01 or Section 3.4 3.04, it shall use commercially reasonable efforts to make, fund or maintain the applicable Borrower may give notice to affected Loans of such Lender through the Administrative Agent that, unless and until another lending office of such Lender notifies such Borrower that if (a) as a result thereof the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark additional moneys which would otherwise be made by required to be paid in respect of such Loans of such Lender shall would be made instead as Base Rate reduced or the illegality or other adverse circumstances which would otherwise affect such Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal Lender would cease to exist or the increased cost which would otherwise be applied required to be paid in respect of such Loans shall would be applied to repay reduced, and (b) the making, funding or maintaining of such Loans through such other lending office would not otherwise adversely affect such Loans or such Lender’s Base Rate Loans instead. (c) If In the event the Borrower becomes obligated to pay any additional amount to any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.01 or Section 3.04, as a result of any event or condition described in any of such Sections, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the applicable conditions creating the cause of such obligation to pay such additional amounts, Borrower may replace such Lender in accordance with Section 9.1710.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.

Matters Applicable to All Requests for Compensation. (a) A certificate If any Lender requests compensation under Section 3.04, or any Loan Party is required to pay any Indemnified Taxes or additional amount to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Administrative Agent Company such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Company hereby agrees to pay (or cause the applicable Borrower to pay) all reasonable costs and expenses incurred by any Lender or any Lender claiming compensation under this Article III and setting forth L/C Issuer in reasonable detail the additional amount connection with any such designation or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methodsassignment. (b) If (i) any Lender requests compensation under Section 3.04, or if any Loan Party is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the obligation account of any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any 3.01 and, in each case, such Lender has demanded compensation under declined or is unable to designate a different lending office in accordance with Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders3.06(a), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes a claim for compensation or other payment under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.2, the applicable Borrower Company may replace such Lender in accordance with Section 9.17. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.11.14. Section

Matters Applicable to All Requests for Compensation. (a) A certificate of the Administrative any Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative such Agent or such Lender may use any reasonable averaging and attribution methods. With respect to any Lender’s claim for compensation under Section 3.03, 3.04 or 3.05, the Loan Parties shall not be required to compensate such Lender for any amount incurred more than 180 days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If any Lender requests compensation under Section 3.05, or the Borrower is required to pay any Indemnified Tax or additional amount to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.03 or 3.04, then such Lender or the L/C Issuer, as applicable, will, if requested by the Borrower and at the Borrower’s reasonable expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts (i) the obligation of any Lender to make any Loan associated with any Benchmark shall be suspended would eliminate or reduce amounts payable pursuant to Section 3.2 3.01, 3.03 or 3.05, as applicable, in the future and (ii) would not, in the judgment of such Lender or such L/C Issuer, as applicable, be inconsistent with the internal policies of, or otherwise be disadvantageous in any Lender has demanded compensation under Section 3.1 material legal, economic or Section 3.4 the applicable Borrower may give notice regulatory respect to such Lender through or its Lending Office or such L/C Issuer. The provisions of this clause (b) shall not affect or postpone any Obligations of the Administrative Agent that, unless and until Borrower or rights of such Lender notifies such Borrower that the circumstances giving rise pursuant to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans insteadSection 3.05. (c) If any Lender makes a claim for requests compensation or other payment by the Borrower under Section 3.1 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.05, the applicable Borrower may replace 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 SOFR Loans, or to convert Base Rate Loans into SOFR Loans, until the event or condition giving rise to such request ceases to be in accordance with effect (in which case the provisions of Section 9.173.07‎(e) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested for any amounts so accrued prior to such suspension. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with If the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right obligation of any Lender to require full performance make or continue from one Interest Period to another any SOFR Loan, or to convert Base Rate Loans into SOFR Loans shall be suspended pursuant to Section 3.07‎(c) hereof, such Lender’s SOFR Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such SOFR Loans (or, in the case of an immediate conversion required by Section 3.03, 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 3.03, 3.04 or 3.05 hereof that gave rise to such conversion no longer exist: i. to the extent that such L▇▇▇▇▇’s SOFR Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s SOFR Loans shall be applied instead to its Base Rate Loans; and ii. all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as SOFR 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 SOFR Loans shall remain as Base Rate Loans. (e) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.03, 3.04 or 3.05 hereof that gave rise to the conversion of its obligations such L▇▇▇▇▇’s SOFR Loans pursuant to Section 3.07(d) no longer exist (which such L▇▇▇▇▇ agrees to do promptly upon such circumstances ceasing to exist) at a time when SOFR Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding SOFR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding SOFR Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments. (f) A Lender shall not be entitled to any compensation pursuant to the foregoing sections to the extent such Lender is not imposing such charges or requesting such compensation from borrowers (similarly situated to the Borrower hereunder) under such Sectionscomparable syndicated credit facilities.

Matters Applicable to All Requests for Compensation. (a) If any Lender requests compensation under Section 3.04 or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided, that the booking or funding of the Loan through such Lending Office is not disadvantageous to the respective Lender or the Borrowers. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. (bc) If (i) the obligation of Upon any Lender to make any Loan associated with any Benchmark shall be suspended pursuant to Section 3.2 or (ii) any Lender has demanded compensation under Section 3.1 or Section 3.4 the applicable Borrower may give notice to such Lender through the Administrative Agent that, unless and until such Lender notifies such Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, effective 5 Business Days after the date of such notice from such Borrower (A) all Loans associated with such Benchmark which would otherwise be made by such Lender shall be made instead as Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Loans associated with such Benchmark of the other Lenders), and (B) after each of such Lender’s Loans associated with such Benchmark has been repaid, all payments of principal which would otherwise be applied to such Loans shall be applied to repay such Lender’s Base Rate Loans instead. (c) If any Lender makes making a claim for compensation or other payment under Section 3.1 3.01 or Section 3.4 or if any Lender determines that it is unlawful or impermissible for it to make, maintain or fund Loans associated with any Benchmark pursuant to Section 3.23.04, the applicable Borrower Borrowers may replace such Lender in accordance with Section 9.1711.16. (d) Prior to giving notice pursuant to Section 3.2 or to demanding compensation or other payment pursuant to Section 3.1 or Section 3.4, each Lender shall consult with the applicable Borrower and the Administrative Agent with reference to the circumstances giving rise thereto; provided that nothing in this Section 3.6(d) shall limit the right of any Lender to require full performance by such Borrower of its obligations under such Sections.