Common use of Certificates for Reimbursement Clause in Contracts

Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer specifying the Change in Law and setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, and the method for calculating such amount or amounts as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Lead Borrower and the Administrative Agent shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs Section 3.04 or in Section 3.05 and specifying in reasonable detail the basis for the calculation thereof, such compensation and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this SectionSection 3.04, together with a brief explanation for showing the increased costs and the basis for the calculation thereof, computation of such amount or amounts in reasonable detail and delivered to the Borrower shall be conclusive absent manifest demonstrable error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Lead Borrower shall include a written statement setting forth in reasonable detail the basis for calculating such amount or amounts and be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and describing the basis for therefor and showing the calculation thereofthereof in reasonable detail, and delivered to the Borrower shall be conclusive conclusive, absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 30 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection clause (a), (b) or (bc) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower shall pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation the methodology for the increased costs calculations and the basis for the calculation thereofcalculations thereof prepared in good faith, in reasonable detail and delivered to the Borrower Representative shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a), (b) or (bc) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Domestic Borrower shall be conclusive absent manifest error. The Domestic Borrower shall pay (or cause the Foreign Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall contain calculations setting forth such payment or liability in reasonable detail and be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation the methodology for the increased costs calculations and the basis for the calculation thereofcalculations thereof prepared in good faith, in reasonable detail and delivered to the Parent Borrower shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this SectionSection 3.04, together with a brief explanation for the increased costs and describing the basis for therefore and showing the calculation thereofthereof in reasonable detail, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 30 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, and describing in reasonable detail the calculation thereof, and providing reasonable documentation to support the request as specified in subsection (a), (b) or (be) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 30 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section certifying that such Lender is seeking corresponding compensation from other similarly situated borrowers and delivered to the Lead Borrower shall be conclusive absent manifest error. The Borrower Loan Parties shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the basis for and a calculation of the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 or Section 3.05 and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower, in detail sufficient to enable the Borrower to verify the computation thereof, shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts (and also setting forth in reasonable detail the basis for the calculation thereof) necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such Lender, the L/C Issuer or such other Recipient setting forth the amount or amounts necessary to compensate such Lender or such Lender, the L/C Issuer Issuer, such other Recipient or its any of their respective holding companycompanies, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Lender, the L/C IssuerIssuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer prepared in good faith setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection clauses (a), (b) or (bc) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection clause (a) or (b) of this SectionSection 3.04, together with a brief explanation for the increased costs and including the basis for the and calculation thereof, and shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Foreign Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs Section and the basis for the calculation thereof, calculating such amounts (using any reasonable averaging or attribution methods) and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for setting forth in reasonable detail the increased costs and the basis for the calculation thereof, manner in which such amount or amounts was determined and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (aSections 3.04(a) or (b) of this Section), together with a brief explanation for setting forth in reasonable detail the increased costs and the basis for the calculation thereof, manner in which such amount or amounts was determined and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower, in detail sufficient to enable the Borrower to verify the computation thereof, shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate (which shall include calculations in reasonable detail) of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth in reasonable detail the basis for and calculation of the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Administrative Borrower shall include a written statement, setting forth in reasonable detail the basis for calculating such amount or amounts and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this SectionSection 3.04 or in Section 3.05, together with a brief explanation for the increased costs and specifying in reasonable detail the basis for the calculation thereofsuch compensation, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such a L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, and delivered to the Borrower and the Administrative Agent shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and describing the basis for therefore and showing the calculation thereofthereof in reasonable detail, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 30 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation the methodology for the increased costs calculations and the basis for the calculation thereofcalculations thereof prepared in good faith, in reasonable detail and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection Sections 3.04(a), (ab) or (b) of this Sectionc), together with a brief explanation for setting forth in reasonable detail the increased costs and the basis for the calculation thereof, manner in which such amount or amounts was determined and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.. (e)

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief and containing an explanation for in reasonable detail of the increased costs and the basis for the calculation thereofmanner in which such amount or amounts were determined, and shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and describing the basis for therefore and showing the calculation thereofthereof in reasonable detail, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 thirty (30) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Revolving Credit Lender or such L/C Issuer setting forth the basis for, and the calculation of, the amount or amounts necessary to compensate such Revolving Credit Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Representative shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Revolving Credit Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall be conclusive absent manifest demonstrable error. The Borrower Company and the Borrowers (jointly and severally) shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for showing the calculation thereof, in reasonable detail, and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a), (b) or (bc) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Domestic Borrower shall be conclusive absent manifest error. The Domestic Borrower shall pay (or cause the Foreign Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company and the Borrowers (jointly and severally) shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Any Lender or such the L/C Issuer requesting compensation under this Section 3.04 shall deliver a certificate to the Borrower setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Borrower, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this SectionSection 3.04, together with a brief explanation for the increased costs and describing the basis for therefor and showing the calculation thereofthereof in reasonable detail, and delivered to the Borrower Borrowers shall be conclusive conclusive, absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 thirty (30) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and describing the basis for therefore and showing the calculation thereofthereof in reasonable detail, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 30 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, and delivered to the Borrower BorrowerCompany shall be conclusive absent manifest error. The Borrower BorrowerBorrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for showing the calculation thereof, in reasonable detail, and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section certifying that such Lender is seeking corresponding compensation from other similarly situated borrowers and delivered to the Lead Borrower shall be conclusive absent manifest error. The Borrower Loan Parties shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.. (d)

Certificates for Reimbursement. A certificate of a In order for any Lender or such the L/C Issuer to receive any compensation pursuant to this Section 3.04, it must deliver to the Borrower a certificate signed by an officer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, and delivered to the Borrower . Such certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may bebe (which certificate shall set forth in reasonable detail the basis for and calculation thereof), as specified in subsection paragraph (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this SectionSection 3.04, together with a brief explanation for showing the increased costs and the basis for the calculation thereof, computation of such amount or amounts in reasonable detail and delivered to the Borrower shall be conclusive absent manifest demonstrable error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection Sections 3.04(a), (ab) or (b) of this Sectionc), together with a brief explanation for setting forth in reasonable detail the increased costs and the basis for the calculation thereof, manner in which such amount or amounts was determined and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate certificate, together with reasonably detailed calculations, of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the 66 134956965_3 144235732_5 L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the Fronting L/C Issuer setting forth the amount or amounts and the basis for requesting any such amount or amounts, in reasonable detail, necessary to compensate such Lender or such the Fronting L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the Fronting L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower shall be conclusive absent manifest error; provided that the determination of such amount is made in good faith. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs Section and the basis for the calculation thereof, certifying that such reimbursement is being required of similarly situated borrowers and delivered to the Lead Borrower shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection clause (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower shall be conclusive absent manifest error, provided that any discretion used in determining such amounts has been exercised reasonably. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this SectionSection and delivered to the Borrower, together with a brief explanation for the increased costs and the basis for the reasonably detailed calculation thereofof such amount or amounts, and delivered to the Borrower shall be conclusive absent manifest demonstrated error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may bebe (which certificate shall set forth in reasonable detail the basis for and calculation thereof), as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the U.S. Borrower shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.. 110

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the basis for and a calculation of the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection clause (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 or Section 3.05 and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such each L/C Issuer specifying the Change in Law and setting forth the amount or amounts necessary to compensate such Lender or such each L/C Issuer or its holding company, as the case may be, and the method for calculating such amount or amounts as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Lead Borrower and the Administrative Agent shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such each L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 and delivered to the Borrower Lead Borrower, together with such Person’s request for compensation under subsection (a) or (b) of this Section 3.04, shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the applicable Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error. The applicable Borrower shall be severally liable for, and shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth delivered to the Borrower certifying the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs Section and setting -55- forth in reasonable detail the basis for the calculation thereof, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the U.S. L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the U.S. L/C Issuer or its holding company, as the case may be, as specified in subsection (aSections 3.04(a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company or the applicable Designated Borrower, as the case may be, shall pay such Lender or such the U.S. L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection clause (a), (b) or (bc) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay (or cause the applicable Designated Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the applicable Borrower shall include a written statement setting forth in reasonable detail the basis for calculating such amount or amounts and be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs Section 3.04 or in Section 3.05 and specifying in reasonable detail the basis for the calculation thereof, such compensation and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the applicable L/C Issuer specifying the Change in Law and setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, and the method for calculating such amount or amounts as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Lead Borrower and the Administrative Agent shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall be conclusive absent manifest demonstrable error. The Company and the Borrower (jointly and severally) shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.. (d)

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and describing the basis for therefor and showing the calculation thereofthereof in reasonable detail, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 30 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower shall include a written statement, setting forth in reasonable detail the basis for calculating such amount or amounts and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such any L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation describing the circumstances giving rise to the request for the increased costs and the basis for the calculation thereof, reimbursement and delivered to the applicable Borrower shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth a reasonably detailed calculation of the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, and the basis for such compensation, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Borrowing Agent shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this SectionSection 3.04 or in Section 3.05, together with a brief explanation for the increased costs and specifying in reasonable detail the basis for the calculation thereofsuch compensation, and delivered to the Borrower Borrowers shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall be conclusive absent manifest error. The Company will pay (or cause the xcix CHAR1\1980830v3 applicable Borrower shall pay to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary (with reasonable supporting documentation in respect of any such amounts) to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower shall be conclusive absent manifest error; provided that the requirements of such subsections have not been applied to the Borrower in a discriminatory manner. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs Section and the basis for the calculation thereof, manner of determining such amount and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 20 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth in reasonable detail the basis for and calculation of the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender Lender, or such an L/C Issuer or such other Recipient setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer Issuer, such other Recipient or its any of their respective holding companycompanies, as the case may be, as specified in subsection paragraph (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section and delivered to the Borrower Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or such L/C IssuerIssuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs Section and the basis for the calculation thereof, manner of determining such amount and delivered to the Borrower Company shall be conclusive absent manifest error. The Borrower Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 and delivered to the Borrower Company shall be conclusive absent manifest demonstrable error. The Borrower Subject to Section 3.04(d) below, the Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.. ​

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation describing the circumstances giving rise to the request for the increased costs and the basis for the calculation thereof, reimbursement and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such the L/C Issuer or its holding company, as the case may be, as specified in subsection subsections (a) or (b) of this Section, together with a brief explanation for Section and setting forth in reasonable detail the increased costs and the -95- basis for the calculation thereof, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender or such an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, together with a brief explanation for the increased costs and the basis for the calculation thereof, Section 3.04 and delivered to the Borrower Company shall be conclusive absent manifest demonstrable error. The Borrower Subject to Section 3.04(d) below, the Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.