Common use of Compensation for Funding Losses Clause in Contracts

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) the continuation or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such written request, including the calculation as to additional amounts owed such Lender under this Section 3.5, is delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The (a) Borrower shall compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Eurodollar Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Eurodollar Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Eurodollar Loans) which such Lender may sustain as a result of: of (regardless of whether such events occur as a result of an Event of Default or Unmatured Event of Default or the exercise of any right or remedy of Agent or the Lenders under this Agreement or any other agreement, or at law): (i) the continuation any failure by Borrower to continue or Borrowing ofborrow, the conversion or convert from or into, Eurodollar Loans on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation delivered by Borrower (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such . Such a written request, including the calculation request as to additional amounts owed such Lender under this Section 3.5, is 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent manifest shall, absent demonstrable error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) the continuation or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such written request, including the calculation as to additional amounts owed such Lender under this Section 3.5, is delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent manifest error, such request shall be final, conclusive and binding 107 for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) for any reason (other than a default by such Lender or the Administrative Agent) a continuation or Borrowing of, the or conversion from or into, Eurocurrency Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section SECTION 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is SECTION 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent event and shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section SECTION 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; providedPROVIDED, howeverHOWEVER, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section SECTION 3.5.

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) for any reason (other than a default by such Lender or the Administrative Agent) a continuation or Borrowing of, the or conversion from or into, Eurocurrency Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice ----------- as to additional amounts owed such Lender under this Section 3.5, is 3.5 and delivered ----------- to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent event and shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually ----------- funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its -------- ------- Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.. -----------

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) the for any reason (other than a default by such Lender or Administrative Agent) a continuation or Borrowing of, the or conversion from or into, Eurocurrency Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section SECTION 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is SECTION 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section SECTION 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; providedPROVIDED, howeverHOWEVER, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section SECTION 3.5.

Compensation for Funding Losses. The Borrower shall (a) Borrowers agree jointly and severally to compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Eurodollar Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Eurodollar Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Eurodollar Loans) which such Lender may sustain as a result of: (i) the for any reason (other than a default by such Lender or Agent) a continuation or Borrowing of, the or conversion from or into, Eurodollar Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the a Borrower; or (iv) (A) any other failure by the Borrower Borrowers to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the a Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is 3.5 and delivered to the Borrower Borrowers and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable ; provided that Borrowers shall not be required to a compensate such Lender under pursuant to this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal for any losses, expenses and liabilities incurred more than 180 days prior to the amount of date that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5notifies Borrowers thereof.

Compensation for Funding Losses. The (a) Borrower shall agrees to compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Eurodollar Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Eurodollar Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Eurodollar Loans) which such Lender may sustain as a result of: (i) the for any reason (other than a default by such Lender or Agent) a continuation or Borrowing of, the or conversion from or into, Eurodollar Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any 64 71 payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable ; provided that Borrower shall not be required to a compensate such Lender under pursuant to this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal for any losses, expenses and liabilities incurred more than 180 days prior to the amount of date that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5notifies Borrower thereof.

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) for 57 any reason (other than a default by such Lender or the Administrative Agent) a continuation or Borrowing of, the or conversion from or into, Eurocurrency Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent event and shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment reemployment of such funds and including the compensation payable by such Lender to a ParticipantPerson to which the Lender has participated all or a portion of such Loan) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such the Lender may sustain as a result of: (i) the continuation or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)) a continuation of, or conversion from or into, Eurodollar Loans does not occur on a date specified therefor in a Notice of Conversion or Continuation (whether or not withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (Aiv)(A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such SECTION 3.6. Each Lender shall submit its written request, including the calculation request as to additional amounts owed such Lender under this Section 3.5, is delivered SECTION 3.4 to the Borrower and the Administrative Agent by within ten Business Days of the event giving rise to such Lender shall be delivered within 30 days of such event. Absent request, which request shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The (a) Borrower shall compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Eurodollar Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Eurodollar Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Eurodollar Loans) which such Lender may sustain as a result of: of (regardless of whether such events occur as a result of an Event of Default or Unmatured Event of Default or the exercise of any right or remedy of Agent or the Lenders under this Agreement or any other agreement, or at law): (i) the continuation any failure by Borrower to continue or Borrowing ofborrow, the conversion or convert from or into, Eurodollar Loans on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation delivered by Borrower (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section SECTION 3.7; provided that such . Such a written request, including the calculation request as to additional amounts owed such Lender under this Section 3.5, is SECTION 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent manifest shall, absent demonstrable error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The (a) Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Eurodollar Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Eurodollar Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Eurodollar Loans) which such Lender may sustain as a result of: (i) the for any reason (other than a default by such Lender or Agent) a continuation or Borrowing of, the or conversion from or into, Eurodollar Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.owed

Compensation for Funding Losses. The Borrower Company shall compensate each Lenderpay to the Administrative Agent on behalf of any Purchaser, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid demand by such Lender Purchaser, such amount or amounts as such Purchaser determines is or are necessary to lenders compensate it for any loss, cost, expense or liabilities incurred (including any loss, cost, expense or liability incurred by reason of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment redeployment of such funds and including the compensation payable deposits but not for any lost profits) by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) the continuation of any payment, prepayment, repurchase or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn any Euro-Dollar Rate Note for any reason (other than excluding by reason of a default Mandatory Repurchase, but including by such Lender reason of an acceleration pursuant to Section 6.2 or the Administrative Agent)); (iiby operation of Section 2.10) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not other than the last day of an Interest Period applicable thereto; (iii) to such Euro-Dollar Rate Note. The loss to any repayment of Purchaser attributable to any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower such event shall be deemed to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) be an election made by the Borrower pursuant to Section 3.7; provided that such written request, including the calculation as to additional amounts owed such Lender under this Section 3.5, is delivered to the Borrower and the Administrative Agent amount determined by such Lender shall Purchaser to be delivered within 30 days of such event. Absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the excess, if any, of (i) the amount of interest that Loan, having such Purchaser would pay for a maturity comparable deposit equal to the relevant principal amount of the applicable Euro-Dollar Rate Note so paid, prepaid, repurchased, converted or not issued, as applicable, for the period from the date of such payment, prepayment, repurchase, conversion or failure to the last day of the then current Interest Period and through for such Euro-Dollar Rate Note (or, in the transfer case of a failure to issue, the duration of the initial Interest Period that would have been in effect with respect to such Note) if the interest rate payable on such deposit were equal to the Adjusted Euro-Dollar Rate for such Interest Period, over (ii) the amount of interest that such Purchaser would earn on such principal amount for such period if such Purchaser were to invest such principal amount for such period at the interest rate that would be offered by such Purchaser (or an Affiliate of such Eurocurrency deposit Purchaser) for dollar deposits from an offshore office of that Lender to a domestic office of that Lender other banks in the United States eurodollar market at the commencement of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5such period.

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment reemployment of such funds and including the compensation payable by such Lender to a ParticipantPerson to which the Lender has participated all or a portion of such Loan) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such the Lender may sustain as a result of: (i) the continuation or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)) a continuation of, or conversion from or into, Eurodollar Loans does not occur on a date specified therefor in a Notice of Conversion or Continuation (whether or not withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (Aiv)(A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such 3.6. Each Lender shall submit its written request, including the calculation request as to additional amounts owed such Lender under this Section 3.5, is delivered 3.4 to the Borrower and the Administrative Agent by within ten Business Days of the event giving rise to such Lender shall be delivered within 30 days of such event. Absent request, which request shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The (a) Borrower shall agrees to compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Eurodollar Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Eurodollar Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Eurodollar Loans) which such Lender may sustain as a result of: (i) the for any reason (other than a default by such Lender or Administrative Agent) a continuation or Borrowing of, the or conversion from or into, Eurodollar Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is 3.5and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The Borrower Borrowers shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantPerson to which the Lender has participated all or a portion of such Loan) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such the Lender may sustain as a result of: (i) the continuation for any reason (other than a default by such Lender or Administrative Agent) a Borrowing of, the continuation of, or conversion from or into, Eurocurrency Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the BorrowerFunds Administrator; or (iv) (A) any other failure by the Borrower Borrowers to repay its their Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower Borrowers pursuant to Section 3.7; provided that such 3.6. Each Lender shall submit its written request, including the calculation request as to additional amounts owed such Lender under this Section 3.5, is delivered 3.4 to the Borrower Funds Administrator and the Administrative Agent by within ten Business Days of the event giving rise to such Lender shall be delivered within 30 days of such event. Absent request, which request shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The (a) Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Eurodollar Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Eurodollar Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Eurodollar Loans) which such Lender may sustain as a result of: (i) the for any reason (other than a default by such Lender or Agent) a continuation or Borrowing of, the or conversion from or into, Eurodollar Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The Borrower Borrowers shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) the continuation or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)) a continuation or Borrowing of, or conversion from or into, Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing, Notice of Conversion or Continuation or Notice of Continuation (whether or not withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the any Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the any Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is 3.5 and delivered to the Borrower Borrowers and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The Borrower Company shall compensate each Lenderpay to the Administrative Agent on behalf of any Purchaser, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid demand by such Lender Purchaser, such amount or amounts as such Purchaser determines is or are necessary to lenders compensate it for any loss, cost, expense or liabilities incurred (including any loss, cost, expense or liability incurred by reason of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment redeployment of such funds and including the compensation payable deposits but not for any lost profits) by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: of (ia) the continuation any payment, prepayment, repurchase or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn any Euro-Dollar Rate Note for any reason (other than including by reason of a default Mandatory Repurchase, a Mandatory Partial Repurchase, an acceleration pursuant to Section 6.2 or by such Lender or the Administrative Agent)); (iioperation of Section 2.10) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not other than the last day of an Interest Period applicable thereto; to such Euro-Dollar Rate Note, or (iiib) any repayment of Euro-Dollar Rate Note for any of its Eurocurrency Loans reason not being made issued (other than a wrongful failure to purchase by such Purchaser) on the date specified therefor determined in a notice of payment given by accordance with the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms applicable provisions of this Agreement or (B) Agreement. The loss to any Purchaser attributable to any such event shall be deemed to be an election made by the Borrower pursuant to Section 3.7; provided that such written request, including the calculation as to additional amounts owed such Lender under this Section 3.5, is delivered to the Borrower and the Administrative Agent amount determined by such Lender shall Purchaser to be delivered within 30 days of such event. Absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the excess, if any, of (i) the amount of interest that Loan, having such Purchaser would pay for a maturity comparable deposit equal to the relevant principal amount of the applicable Euro-Dollar Rate Note so paid, prepaid, repurchased, converted or not issued, as applicable, for the period from the date of such payment, prepayment, repurchase, conversion or failure to the last day of the then current Interest Period for such Euro-Dollar Rate Note (or, in the case of a failure to issue, the duration of the initial Interest Period that would have been in effect with respect to such Note) if the interest rate payable on such deposit were equal to the Adjusted Euro-Dollar Rate for such Interest Period, over (ii) the amount of interest that such Purchaser would earn on such principal amount for such period if such Purchaser were to invest [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and through Exchange Commission. Nortel Note Purchase Agreement 28 such principal amount for such period at the transfer interest rate that would be offered by such Purchaser (or an Affiliate of such Eurocurrency deposit Purchaser) for dollar deposits from an offshore office of that Lender to a domestic office of that Lender other banks in the United States eurodollar market at the commencement of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5such period.

Compensation for Funding Losses. The Borrower Borrowers shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantPerson to which the Lender has participated all or a portion of such Loan) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such the Lender may sustain as a result of: (i) the continuation for any reason (other than a default by such Lender or Administrative Agent) a Borrowing of, the continuation of, or conversion from or into, Eurodollar Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the BorrowerFunds Administrator; or (iv) (A) any other failure by the Borrower Borrowers to repay its Eurocurrency their Eurodollar Loans when required by the terms of this Agreement or (B) an election made by the Borrower Borrowers pursuant to Section 3.7; provided that such 3.6. Each Lender shall submit its written request, including the calculation request as to additional amounts owed such Lender under this Section 3.5, is delivered 3.4 to the Borrower Funds Administrator and the Administrative Agent by within ten Business Days of the event giving rise to such Lender shall be delivered within 30 days of such event. Absent request, which request shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The Borrower Company shall compensate each Lenderpay to the Administrative Agent on behalf of any Purchaser, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid demand by such Lender Purchaser, such amount or amounts as such Purchaser determines is or are necessary to lenders compensate it for any loss, cost, expense or liabilities incurred (including any loss, cost, expense or liability incurred by reason of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment redeployment of such funds and including the compensation payable deposits but not for any lost profits) by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: of (ia) the continuation any payment, prepayment, repurchase or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn any Euro-Dollar Rate Note for any reason (other than including by reason of a default Mandatory Repurchase, a Mandatory Partial Repurchase, an acceleration pursuant to Section 6.2 or by such Lender or the Administrative Agent)); (iioperation of Section 2.10) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not other than the last day of an Interest Period applicable thereto; to such Euro-Dollar Rate Note, or (iiib) any repayment of Euro-Dollar Rate Note for any of its Eurocurrency Loans reason not being made issued (other than a wrongful failure to purchase by such Purchaser) on the date specified therefor determined in a notice of payment given by accordance with the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms applicable provisions of this Agreement or (B) Agreement. The loss to any Purchaser attributable to any such event shall be deemed to be an election made by the Borrower pursuant to Section 3.7; provided that such written request, including the calculation as to additional amounts owed such Lender under this Section 3.5, is delivered to the Borrower and the Administrative Agent amount determined by such Lender shall Purchaser to be delivered within 30 days of such event. Absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the excess, if any, of (i) the amount of interest that Loan, having such Purchaser would pay for a maturity comparable deposit equal to the relevant principal amount of the applicable Euro-Dollar Rate Note so paid, prepaid, repurchased, converted or not issued, as applicable, for the period from the date of such payment, prepayment, repurchase, conversion or failure to the last day of the then current Interest Period and through for such Euro-Dollar Rate Note (or, in the transfer case of a failure to issue, the duration of the initial Interest Period that would have been in effect with respect to such Note) if the interest rate payable on such deposit were equal to the Adjusted Euro-Dollar Rate for such Interest Period, over (ii) the amount of interest that such Purchaser would earn on such principal amount for such period if such Purchaser were to invest such principal amount for such period at the interest rate that would be offered by such Purchaser (or an Affiliate of such Eurocurrency deposit Purchaser) for dollar deposits from an offshore office of that Lender to a domestic office of that Lender other banks in the United States euro-dollar market at the commencement of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5such period.

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Eurodollar Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantParticipant but excluding loss of anticipated profit with respect to any Loans) and any loss sustained by such Lender in connection with the liquidation or re-re- employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Eurodollar Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Eurodollar Loans) which such Lender may sustain as a result of: (i) the for any reason (other than a default by such Lender or Administrative Agent) a continuation or Borrowing of, the or conversion from or into, Eurodollar Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Eurodollar Loans occurring for any reason whatsoever on a date which is not the last day of an the Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Eurodollar Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Eurodollar Loans when on the date required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such . A written request, including the calculation notice as to additional amounts owed such Lender under this Section 3.5, is 3.5 and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5purposes absent manifest error.

Compensation for Funding Losses. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such Lender may sustain as a result of: (i) the continuation or Borrowing of, the conversion from or into, a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 3.7; provided that such written request, including the calculation as to additional amounts owed such Lender under this Section 3.5, is delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event. Absent manifest error, such request shall be final, conclusive and binding 106 for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.

Compensation for Funding Losses. The Borrower Borrowers shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a ParticipantPerson to which the Lender has participated all or a portion of such Loan) and any loss sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans) which such the Lender may sustain as a result of: (i) the continuation for any reason (other than a default by such Lender or Administrative Agent) a Borrowing of, the continuation of, or conversion from or into, Eurocurrency Loans does not occur on a Eurocurrency Loan not occurring on the date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn for any reason (other than a default by such Lender or the Administrative Agent)withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment given by the BorrowerFunds Administrator; or (iv) (A) any other failure by the Borrower Borrowers to 57 repay its their Eurocurrency Loans when required by the terms of this Agreement or (B) an election made by the Borrower Borrowers pursuant to Section 3.7; provided that such SECTION 3.6. Each Lender shall submit its written request, including the calculation request as to additional amounts owed such Lender under this Section 3.5, is delivered SECTION 3.4 to the Borrower Funds Administrator and the Administrative Agent by within ten Business Days of the event giving rise to such Lender shall be delivered within 30 days of such event. Absent request, which request shall, absent manifest error, such request shall be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5 shall be made as though that Lender had actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.5.