ARTICLE #: CONDITIONS PRECEDENT 80

. If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed-Rate Loans or Daily Simple RFR Loans to reduce any liability of any Borrower to such Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of Advance under Section 4.3, so long as such designation is not materially disadvantageous, in the judgment of the Lender, to such Lender. Any demand for compensation pursuant to [Section 2.14(E)] or this Article IV shall be in writing and shall state the amount due, if any, under [Section 2.14(E), 4.1, 4.2, or 4.4]4]4] and shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive, and binding on the Borrowers in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Fixed-Rate Loan shall be calculated as though each Lender funded its Fixed-Rate Loan or Daily Simple RFR Loan through the purchase of a deposit of the type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate, Term RFR Rate or Adjusted Daily Simple RFR Rate applicable to such Loan, whether in fact that is the case or not. The obligations of the Borrowers under [Sections 2.14(E), 4.1, 4.2, or 4.4]4]4] shall survive payment of the Obligations and termination of this Agreement.

Determinations and statements of any Lender pursuant to [Section 3.1, 3.2, 3.3 or 3.4]4]4]4] shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under [Sections 3.1 or 3.2]2], and the provisions of such Sections shall survive repayment of the Loans, cancellation of the Notes and termination of this Agreement.

Lender Indemnity. Each Lender shall severally indemnify the Administrative Agent for # any Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Company to do so), # any Taxes attributable to such Lender’s failure to comply with the provisions of [Section 10.04(e)] relating to the maintenance of a Participant Register and # any Excluded Taxes attributable to such Lender, in each case, that are paid or payable by the Administrative Agent in connection with this Agreement or any Loan Documents and any reasonable expenses arising therefrom or with respect thereto, whether or not such amounts were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this [Section 2.16(h)] shall be paid within 20 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Office with respect to its SOFR Loans to reduce any liability of the Borrower to such Lender under [Sections 3.1, 3.2 and 3.5] or to avoid the unavailability of SOFR Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under [Sections 3.1, 3.2, 3.4 or 3.5]5]. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a SOFR Loan shall be calculated as though each Lender funded its SOFR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the SOFR applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable thirty (30) days after receipt by the Borrower of such written statement. The obligations of the Borrower under [Sections 3.1, 3.2, 3.4 and 3.5]5] shall survive payment of the Obligations and termination of this Agreement. Notwithstanding the foregoing, a Lender shall not have the right to request payment of amounts under [Sections 3.1, 3.2 or 3.5] to the extent that such amounts relate to obligations accruing more than one hundred twenty (120) days prior to the date upon which such Lender requests payment from the Borrower, provided however that, if any Change in Law giving rise to such increased costs is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof.

Lender Statements; Survival of Indemnity. To the extent reasonably possible,

Lender Statements; Survival of Indemnity. If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed-Rate Loans or Daily Simple RFR Loans to reduce any liability of any Borrower to such Lender under Sections 4.1 and

Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation to reduce any liability of the Borrower to such Lender under [Sections 3.1, 3.2 and 3.3]3] so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under [Section 3.1, 3.2 or 3.3]3]. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. The obligations of the Borrower under [Section 3.1, 3.2 and 3.3]3] shall survive payment of the Obligations and termination of this Agreement.

Section # Lender Statements; Survival of Indemnity

ARTICLE #: CONDITIONS PRECEDENT