Common use of Compensation for Losses Clause in Contracts

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, by it as a result of: (a) any continuation, Conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; orBorrowers; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in the Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Eurocurrency Rate Loan or a Cost of Funds Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1410.13; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Parent Borrower shall promptly compensate such Lender for and hold such Lender harmless from any reasonable loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, pursuant to Section 2.01(g)(v), by reason of acceleration, or otherwise);; or (b) the payment of any principal in respect of a B/A other than on the last day of a Contract Period for such B/A (whether voluntary, mandatory, automatic, pursuant to Section 2.01(g)(v), by reason of acceleration, or otherwise); or (c) any failure by the Parent Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Parent Borrower; or (cd) any assignment of a LIBOR Eurodollar Rate Loan or the right to receive payment in respect of a B/A on a day other than the last day of the Interest Period or Contract Period, as the case may be, therefor as a result of a request by the Parent Borrower pursuant to Section 10.1411.13; including any reasonable loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained obtained. A certificate as to the amount of such payment or liability delivered to the Parent Borrower by a Lender (but excluding any loss with a copy to the Administrative Agent), or by the Administrative Agent on behalf of anticipated profits)a Lender, shall be conclusive absent manifest error. The For the avoidance of doubt, notwithstanding the foregoing, no Lender shall demand, and the Borrower shall also pay not be obligated to make, any customary administrative fees charged by such Lender in connection funding loss payments pursuant to this Section 3.05 with respect to the foregoingpayment of accrued interest on the Amendment No. 6 Effective Date with respect to the Converted Term B-3 Loans. For purposes of calculating amounts payable by the Parent Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Adjusted Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan, Overnight Loan or Swing Line Loan on a day other than the last day of the Interest Period Period, if any, for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan, Overnight Loan or Swing Line Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, which demand shall include a written statement, setting set forth in reasonable detail the basis for calculating amounts owed to requesting such Lender pursuant to this Section 3.5, from time to timeamount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any lossloss (other than loss of Applicable Rate), cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a Swingline Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a Swingline Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Fixed Period Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including excluding any loss of anticipated profits, but including, in any event, any loss or expense arising from incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Fixed Period Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Fixed Period Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, Agents) from time to time, the Borrower shall promptly compensate such Lender (except, in the case of Section 3.05(c), any Defaulting Lender) for and hold such Lender (except, in the case of Section 3.05(c), any Defaulting Lender) harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of (i) the Face Amount of any Bankers’ Acceptance or BA Equivalent Note on a day other than the Contract Maturity Date thereof for such Bankers’ Acceptance or BA Equivalent Note or (ii) any Loan other than a Base Rate Loan or Canadian Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan Loan, Canadian Prime Rate Loan, Bankers’ Acceptance or BA Equivalent Note on the date or in the amount notified by the BorrowerBorrower and/or required hereunder; or (c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor or of any Bankers’ Acceptances or BA Equivalent Notes other than on the Contract Maturity Date thereof, in each case as a result of a request by the Borrower pursuant to Section 10.1411.01 or 11.13; including any loss cost or expense arising from the liquidation liquidation, or reemployment redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate used in determining the LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded. This Section 3.05 shall not apply with respect to Taxes other than any Taxes that represent losses, liabilities, claims, damages, expenses, etc. arising from any non-Tax claim.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period or Quoted Rate Period, as applicable, for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan or a Quoted Rate Loan on a day other than the last day of the Interest Period or Quoted Rate Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Committed Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Committed Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise) (including, for avoidance of doubt, any payments pursuant to clause (b) of Section 2.06); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Committed Loan) to prepay, borrow, continue or Convert convert any Committed Loan other than a Base Rate Loan on the date or in the amount notified by the BorrowerBorrower (including by reason of a revocation of notice of prepayment pursuant to the further proviso in the first sentence of Section 2.06(a)); or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Committed Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Committed Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Revolving Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Revolving Lender for and hold such Revolving Lender harmless from any reasonable loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Revolving Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; or (d) any payment by the Borrower of the principal of or interest on any Revolving Loan or of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency in a different currency from the Alternative Currency in which the applicable Loan or Letter of Credit is denominated (except to the extent the applicable L/C Issuer has required payment of any drawing under a Letter of Credit in Dollars pursuant to Section 2.03(c)(i)(A)); including any reasonable loss or expense (including foreign exchange losses) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary and reasonable administrative fees charged by such Revolving Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Revolving Lenders under this Section 3.53.05, each Revolving Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London or European interbank market market, as the case may be, for a comparable amount and in such currency for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.16; including any loss of anticipated profits solely attributable to a decline in the Eurodollar Rate after the date such Loan was made and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded. Any Lender making a claim for compensation for losses pursuant to this Section 3.05 shall make such claim within 30 days after such Lender first becomes aware of the loss, cost or expense incurred by it.

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.53.05, from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Lead Borrower; or (c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Lead Borrower pursuant to Section 10.1410.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Company pursuant to Section 10.1411.16; excluding any loss of anticipated profits, but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Company (or the applicable Designated Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the BorrowerBorrower (in the case of a borrowing, for a reason other than the failure of such Lender to make a Loan); or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.142.14(b) or Section 10.13; including any foreign exchange losses or loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary and reasonable administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London or other offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender, as specified in this Section, delivered to the Borrower shall be conclusive absent manifest error.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Committed Loan other than a Base Rate Committed Loan on a day other than the last day of the Interest Period for such Committed Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Committed Loan) to prepay, borrow, continue or Convert convert any Committed Loan other than a Base Rate Committed Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Committed Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Committed Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Committed Loan made by it at the LIBOR Eurodollar Rate for such Committed Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Committed Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender or, with respect to clause (c) below, any L/C Issuer (in each case with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender or such L/C Issuer harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any failure by the Borrower to make payment in respect of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date; or (d) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; other than any loss of anticipated profits, but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon written demand of any Lender (with a copy to the Administrative Agent), which demand shall include accompanied by a written statement, setting forth in reasonable detail certificate to the basis for calculating amounts owed to such Lender Borrower pursuant to this Section 3.53.06(a), from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, reasonably incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon written demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a Swing Line Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a LoanLoan or a permitted revocation of the applicable prepayment notice) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a Swing Line Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any assignment pursuant to Section 10.15 (except pursuant to clause (iii) and clause (iv) of the second sentence in Section 10.15, to the extent clause (iv) includes clause (iii)) or any continuation, Conversionconversion, payment or payment, prepayment of any Revolving Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Revolving Loan) to prepay, borrow, continue or Convert convert any Revolving Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14Borrowers; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Revolving Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Revolving Loan by a matching deposit or other borrowing in the London applicable offshore Dollar interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement) from time to time, setting forth in reasonable detail the basis for calculating amounts owed amount payable to such Lender pursuant to this Section 3.5, from time to timeLender, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any payment or prepayment as a result of a Lender’s failure to make a payment pursuant to Section 2.11(b)(i)); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss loss, cost or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversion, payment conversion or prepayment of any principal of any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including excluding any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than Eurocurrency Rate Loan, and any conversion of a Base Rate Loan to a Eurocurrency Rate Loan, on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, or continue any Eurocurrency Rate Loan, or Convert any Loan other than to convert a Base Rate Loan to a Eurocurrency Rate Loan, on the date or in the amount notified by the BorrowerBorrowers; or (c) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1411.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (obtained, but excluding any loss of anticipated profits). The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any failure by the Borrower to make payment of drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; excluding any loss of anticipated profits, but including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (ai) any continuation, Conversionconversion, payment or prepayment (other than a prepayment under Section 2.12(a)) of any Loan other than a an Alternate Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)) ; (bii) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a an Alternate Base Rate Loan on the date or in the amount notified by the BorrowerBorrowers; or (ciii) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Company pursuant to Section 10.142.19; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.5Section, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon Following demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, reasonably incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate an ABR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate an ABR Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a an Adjusted LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14; including any documented loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan (but excluding loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. With respect to any Xxxxxx’s claim for compensation under this Section 3.05, the Borrower shall not be required to compensate such Lender for any amount incurred more than one-hundred and eighty (180) calendar days prior to the date such Lender notifies Borrower of the event that gives rise to such claim. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Adjusted LIBOR Rate Loan made by it at the Adjusted LIBOR Rate used in determining Adjusted LIBOR for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Adjusted LIBOR Rate Loan was in fact so funded. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Company pursuant to Section 10.1411.16; excluding any loss of anticipated profits, but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Company (or the applicable Designated Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender or, with respect to clause (with a copy to the Agent)c) below, which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, from time to timeany Issuing Lender, the Borrower shall promptly compensate such Lender or such Issuing Lender for and hold such Lender or such Issuing Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a an Alternate Base Rate Loan on a day other than the last day of the Interest Period for such Loan or other than upon at least three (3) Business Days’ prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 3.03); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a an Alternate Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any failure by the Borrower to make payment of any Revolving Loan, Swingline Loan or drawing under any Letter of Credit (or interest due thereon) denominated in a Foreign Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Rate Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.142.18; including any foreign exchange losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each LIBOR Rate Eurocurrency Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for such currency and for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency Loan was in fact so funded.

Compensation for Losses. Upon Within ten (10) days of receipt of demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; excluding any loss of anticipated profits but including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. Notwithstanding the foregoing, the Borrower shall not be liable to pay such amounts in the event that a Eurodollar Loan is not continued or a Base Rate Loan is not converted into a Eurodollar Loan in accordance with the Borrower’s Loan Notice for the same due to a written request of a Lender pursuant to Section 3.02 or a written notice from the Required Lenders pursuant to Section 3.03. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or any payment of any Loan on the Maturity Date of the Commitment under which such Loan was made if the Interest Period for such Loan does not end on such Maturity Date; (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits (excluding the Applicable Rate) and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication (but not loss of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, margin) incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a Floating LIBOR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Floating LIBOR Loan or a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Revolving Loan other than a Base Floating Rate Loan on a day other than the last day of the Interest Period for such Revolving Loan or other than upon three (3) Business Days’ prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Revolving Loan) to prepay, borrow, continue or Convert convert any Revolving Loan other than a Base Floating Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Rate Eurodollar Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.142.19; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Revolving Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each LIBOR Rate Eurodollar Loan made by it at the LIBOR Eurodollar Rate for such Revolving Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurodollar Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement) from time to time, setting forth in reasonable detail the basis for calculating amounts owed amount payable to such Lender pursuant to this Section 3.5, from time to timeLender, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any actual out-of-pocket loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwiseotherwise but excluding any payment or prepayment as a result of a Lender’s failure to make a payment pursuant to Section 2.11(b)(i)); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13 or Section 2.13(f); including any loss loss, cost or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand (which shall be accompanied by a statement setting forth in reasonable detail the basis for the amount being claimed) of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Eurodollar Rate Loan on the date or in the amount notified by the such Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Parent pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Committed Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan a Borrowing (other than a Base Rate Loan Loan) on a day other than the last day of the Interest Period for such Loan applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Term Loan) to prepay, borrow, continue or Convert convert any Loan portion of the Term Loans (other than a Base Rate Loan Loan) on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan the Term Loans or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan the Term Loans by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversion, payment conversion or prepayment of any principal of any Loan other than a Base Rate Loan or a LIBOR Floating RateRFR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a LIBOR Floating Ratean RFR Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Rate Eurodollar RateTerm Benchmark Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including excluding any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Eurodollar RateTerm Benchmark Loan made by it at the LIBOR EurodollarAdjusted Term SOFR Rate for such Loan by a matching deposit or other borrowing in the London Londonapplicable offshore interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurodollar RateTerm Benchmark Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) Borrowers to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the BorrowerBorrowers; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise) (for purposes hereof, references to the Interest Period shall be deemed to include any relevant interest payment date or payment period for an Alternative Currency Loan); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Lead Borrower; or (c) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1411.14; excluding any loss of anticipated profits or Applicable Rate, but including any other loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.07, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded. Notwithstanding the foregoing, each Lender party hereto on the Third Restatement Date waives any compensation that would otherwise be due to such Lender as a result of this Section 3.07 from the transactions to occur on the Third Restatement Date.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a LIBOR Daily Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a LIBOR Daily Floating Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; orBorrowers ; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in the Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Eurocurrency Rate Loan or a Cost of Funds Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1410.13; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.53.05, from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, by it as a result of: (a) any continuation, Conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Lead Borrower; or (c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Lead Borrower pursuant to Section 10.1410.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent)) from time to time, which demand shall include a written statement, setting set forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, from time to timedemand for compensation, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; excluding any loss of anticipated profits from the failure to collect the then Applicable Margin, but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, reasonable and documented loss and out-of-pocket cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any failure by the Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; excluding any loss of anticipated profits, but including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the U.S. Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication (but not loss of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, anticipated profits or margin) incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the applicable Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the U.S. Borrower; or (c) any failure by any Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency in the required currency of payment on its scheduled due date, but only in accordance with Section 11.18; or (d) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the U.S. Borrower pursuant to Section 10.1411.13; including including, with respect to clauses (a), (b) and (d) above, any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The U.S. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing; provided that such administrative fees are being charged to customers of such Lender generally. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any lossloss (other than loss of anticipated profits, except as otherwise provided in clause (c) below), cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication (but not loss of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, anticipated profits or margin) incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including including, with respect to clauses (a), (b) and (c) above, any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Adjusted Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Company pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Company (or the applicable Designated Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Revolving Credit Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Credit Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Revolving Credit Loan) to prepay, borrow, continue or Convert convert any Revolving Credit Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Revolving Credit Loan or from fees payable to terminate the deposits from which such funds were obtained (obtained, but excluding any loss of anticipated profits)lost profit or consequential damages. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Revolving Credit Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, which written demand shall include a written statement, setting set forth in reasonable detail the basis for calculating amount or amounts owed as necessary to compensate such Lender pursuant to as specified in this Section 3.5, from time 3.05 and be delivered to timethe Borrower and shall be conclusive and binding absent manifest error, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any documented loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any failure by the Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds (but excluding any loss of anticipated profits) obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract entered into in connection with the Loans. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, which written demand shall include a written statement, setting set forth in reasonable detail the basis for calculating amount or amounts owed as necessary to compensate such Lender pursuant to as specified in this Section 3.5, from time 3.05 and be delivered to timethe Borrower and shall be conclusive and binding absent manifest error, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any documented loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any failure by the Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly promptly, but in any event, within ten (10) Business Days, compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (ai) any continuation, Conversionconversion, payment or prepayment of any Loan other than a an Alternate Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by the any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a an Alternate Base Rate Loan on the date or in the amount notified by the BorrowerBorrowers; or (ciii) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.142.19; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.5Section, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded. With respect to Sections 2.13, 2.15 and 2.18 hereof, each Lender shall treat the Borrowers in the same manner as such Lender treats other similarly situated borrowers.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the applicable Borrower shall be severally liable for, and shall promptly compensate such Lender for and hold such Lender harmless from any reasonable loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any such Borrower’s Loan other than a Base Rate Loan or Swing Line Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the such Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the such Borrower pursuant to Section 10.1410.13; including any reasonable loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The applicable Borrower shall also be severally liable for, and shall pay any reasonable and customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the applicable Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR such Borrower’s Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon written demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurredincurred (including, without duplication for the avoidance of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article IIIdoubt, break funding costs) by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; orBorrower unless such written notice is rescinded in accordance with the terms hereof; (c) any failure by the Borrower to make payment of any Loan (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Term SOFR Loan or an Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or Loan, from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Alternative Currency Term Rate Loan made by it at 49 the LIBOR Alternative Currency Term Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for the applicable Eligible Currency for a comparable amount and for a comparable period, whether or not such LIBOR Alternative Currency Term Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall shall, promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a an Alternate Base Rate Loan on a day other than the last day of the Interest Period for such Loan or other than upon at least two (2) Business Days', in the case of any Loans denominated in Dollars, and at least four (4) Business Days', in the case of any Eurocurrency Loans denominated in a Foreign Currency, prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 3.03); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a an Alternate Base Rate Loan on the date or in the amount or currency notified by the Borrower; or (c) any assignment of a LIBOR Rate Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14‎Section 2.18; including any foreign exchange losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.5‎Section 3.04, each Lender shall be deemed to have funded each LIBOR Rate Eurocurrency Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for such currency and for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly promptly, but in any event, within ten (10) Business Days, compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (ai) any continuation, Conversionconversion, payment or prepayment of any Loan other than a an Alternate Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a an Alternate Base Rate Loan on the date or in the amount notified by the Borrower; or (ciii) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.142.19; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.5Section, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded. With respect to Sections 2.13, 2.15 and 2.18 hereof, each Lender shall treat the Borrower in the same manner as such Lender treats other similarly situated borrowers.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication (excluding any loss of any amounts to which a Lender is otherwise entitled pursuant to the other provisions anticipated profits or loss of this Article III, margin) incurred by it as a result of: (a) except as a result of circumstances set forth in Section 3.02, any continuation, Conversionconversion, payment or prepayment of any Loan to it other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, acceleration or otherwise); (b) any failure by the such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the such Borrower; or; (c) any failure by such Borrower to make payment of any drawing under any Fronted Letter of Credit denominated in the Alternative Currency on its scheduled due date or any payment thereof in a different currency (except as provided herein); or (d) any assignment of a LIBOR Eurodollar Rate Loan (except by a Defaulting Lender) on a day other than the last day of the Interest Period therefor as a result of a request by the such Borrower pursuant to Section 10.1410.15; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the any Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) including any assignment loss of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded. Any demand submitted by a Lender pursuant to this Section 3.05 shall include documentation setting forth the calculation of the losses, costs and/or expenses being claimed hereunder and such documentation shall be conclusively correct absent manifest error.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a an Alternate Base Rate Loan on a day other than the last day of the Interest Period for such Loan or other than upon at least three (3) Business Days’ prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 3.03); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a an Alternate Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Rate Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.142.18; including any foreign exchange losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each LIBOR Rate Eurocurrency Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market and for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert into any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Committed Loan other than a Base BaseSOFR Rate Loan on a day other than the last day of the Interest Period for such Committed Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise) (including, for avoidance of doubt, any payments pursuant to Section 2.04 or clause (b) of Section 2.06); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Committed Loan) to prepay, borrow, continue or Convert convert any Committed Loan other than a Base BaseSOFR Rate Loan on the date or in the amount notified by the BorrowerBorrower (including by reason of a revocation of notice of prepayment pursuant to the further proviso in the first sentence of Section 2.06(a)); or (c) any assignment of a LIBOR EurodollarSOFR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Committed Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.; or (d) any other default by the Borrower to repay or prepay any SOFR Rate Loans when required by the terms of this Agreement. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR EurodollarSOFR Rate Loan made by it at the LIBOR Eurodollarapplicable SOFR Rate for such Committed Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR EurodollarSOFR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the BorrowerBorrowers (whether or not such notice may be revoked in accordance with the terms hereof); or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the a Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, WBA shall, or shall cause the applicable Borrower shall to, promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Eurocurrency Loan on a day other than the last day of the Interest Period for such Loan or other than upon at least two (2) Business Days’, in the case of any Eurocurrency Loans denominated in Dollars, and at least four (4) Business Days’, in the case of any Eurocurrency Loans denominated in a Foreign Currency, prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 3.03); (b) any failure by the applicable Borrower (for a reason other than the failure of such Lender to make a Eurocurrency Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Eurocurrency Loan on the date or in the amount or currency notified by the such Borrower; or (c) any assignment of a LIBOR Rate Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower WBA pursuant to Section 10.142.18; including any foreign exchange losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Eurocurrency Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower WBA shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower WBA to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each LIBOR Rate Eurocurrency Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for such currency and for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the applicable Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan, Canadian Base Rate Loan or Canadian Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan, Canadian Base Rate Loan or Canadian Prime Rate Loan on the date or in the amount notified by the applicable Borrower; or; (c) any assignment of a LIBOR Eurodollar Rate Loan or BA Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the such Borrower pursuant to Section 10.1411.13; or (d) the occurrence of a CAM Exchange pursuant to Section 8.04; including any loss of anticipated profits (but excluding the Applicable Rate) and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the each Borrower to the Appropriate Lenders under this Section 3.53.05, each Appropriate Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to timetime and subject to the last sentence of Section 10.04(b), the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by the a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the any Borrower; or (c) any assignment failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a LIBOR Rate Loan on a day other than the last day different currency; excluding any loss of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14; anticipated profits, but including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing; provided that the Borrowers shall not be required to compensate a Lender pursuant to the provisions of this Section 3.05 for any loss, cost or expense incurred more than 180 days prior to the date such Lender notifies the Borrower. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurocurrency market for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender or, with respect to clause (with a copy to the Agent)c) below, which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, from time to timeany Issuing Lender, the Borrower shall promptly compensate such Lender or such Issuing Lender for and hold such Lender or such Issuing Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan (other than a an Alternate Base Rate Loan or a XXXXX Loan) on a day other than the last day of the Interest Period for such Loan or other than upon at least three (3) Business Days’ prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 3.03); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan (other than a an Alternate Base Rate Loan or a XXXXX Xxxx) on the date or in the amount notified by the Borrower; or (c) any failure by the Borrower to make payment of any Revolving Loan, Swingline Loan or drawing under any Letter of Credit (or interest due thereon) denominated in a Foreign Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a LIBOR Rate SOFR Loan or Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.142.18; including any foreign exchange losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each LIBOR Rate Eurocurrency Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for such currency and for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency Loan was in fact so funded.

Compensation for Losses. Upon Promptly following demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail ) accompanied by the basis for calculating amounts owed certificate referred to such Lender pursuant to this Section 3.5, below from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Term SOFR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Term SOFR Loan on the date or in the amount notified by the Borrower; or; (c) any assignment of a LIBOR Rate Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; (d) any payment or prepayment of any RFR Loan other than on the Interest Payment Date applicable thereto (whether voluntary, mandatory, automatic or by reason of acceleration, or otherwise); (e) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay or borrow any RFR Loan on the date or in the amount notified by the Borrower; or (f) any assignment of an RFR Loan on a day other than the Interest Payment Date thereto as a result of a request by the Borrower pursuant to Section 11.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by Concurrent with a demand for compensation pursuant to this Section 3.05, the Lender making such demand shall deliver to the Borrower (with a copy to the Lenders under this Section 3.5, each Lender Administrative Agent) a certificate setting forth in reasonable detail the basis for such Xxxxxx’s claim for compensation. Such certificate shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so fundedpresumptively correct absent manifest error.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make lend any Loan other than a Base Rate Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower (regardless of whether such notice may be revoked by Borrower under the Borrowerterms of this Agreement and is revoked in accordance herewith); or (c) any assignment of a LIBOR Loan other than a Base Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.143.6(b); including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained obtained. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (but excluding any loss of anticipated profits)10) days after receipt thereof. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower applicable Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversion, payment or prepayment of any Loan other than a Base Rate Loan Loan, on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, borrow or continue or Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Lead Borrower; or (c) any assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Lead Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower applicable Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, from time to timeLender, the Borrower Borrowers shall promptly compensate such the Lender for and hold such the Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such the Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the BorrowerBorrower Agent; or (c) any assignment failure by any Borrower to make payment of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14different currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such the Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders Lender under this Section 3.53.05, each the Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a LIBOR Floating RateDaily SOFR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert into any Loan other than a Base Rate Loan or a LIBOR Floating RateDaily SOFR Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Rate Eurodollar RateTerm SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement) from time to time, setting forth in reasonable detail the basis for calculating amounts owed amount payable to such Lender pursuant to this Section 3.5, from time to timeLender, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any payment or prepayment as a result of a Lender's failure to make a payment pursuant to Section 2.11(b)(i)); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss loss, cost or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, prepay or continue or Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR LIBO Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.5, 3.05 each Lender shall be deemed to have funded each LIBOR LIBO Rate Loan made by it at the LIBOR LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR LIBO Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, Agents) from time to time, the Borrower shall promptly compensate such Lender (except, in the case of Section 3.05(c), any Defaulting Lender) for and hold such Lender (except, in the case of Section 3.05(c), any Defaulting Lender) harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of (i) the Face Amount of any Bankers’ Acceptance or BA Equivalent Note on a day other than the Contract Maturity Date thereof for such Bankers’ Acceptance or BA Equivalent Note or (ii) any Loan other than a Base Rate Loan or Canadian Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan Loan, Canadian Prime Rate Loan, Bankers’ Acceptance or BA Equivalent Note on the date or in the amount notified by the BorrowerBorrower and/or required hereunder; or (c) any assignment of a LIBOR Rate Term SOFR Loan on a day other than the last day of the Interest Period therefor or of any Bankers’ Acceptances or BA Equivalent Notes other than on the Contract Maturity Date thereof, in each case as a result of a request by the Borrower pursuant to Section 10.1411.01 or 11.13; including any loss cost or expense arising from the liquidation liquidation, or reemployment redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower This Section 3.05 shall not apply with respect to the Lenders under this Section 3.5Taxes other than any Taxes that represent losses, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable periodliabilities, whether or not such LIBOR Rate Loan was in fact so fundedclaims, damages, expenses, etc. arising from any non-Tax claim.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: : (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); ; (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan on the date or in the amount notified by the BorrowerBorrower Agent; or or (c) any assignment of a LIBOR Rate Eurocurrency RateCORRA Loan or a SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Agent pursuant to Section 10.1411.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Eurocurrency RateCORRA Loan or SOFR Loan made by it at the LIBOR Rate LIBORTerm XXXXX or Term SOFR, as applicable, for such Loan by a matching deposit or other borrowing in the London interbank eurodollarCORRA market or SOFR market, as applicable, for a 114 [Matrix] Credit Agreement #85638137 comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency RateCORRA Loan or SOFR Loan, as applicable, was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Revolving Credit Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Credit Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Revolving Credit Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Revolving Credit Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement) from time to time, setting forth in reasonable detail the basis for calculating amounts owed amount payable to such Lender pursuant to this Section 3.5, from time to timeLender, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwiseotherwise but excluding any payment or prepayment as a result of a Lender's failure to make a payment pursuant to Section 2.11(b)(i)); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss loss, cost or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any failure by the Borrower in making the Borrowing of the Loans after the Borrower has delivered a Loan Notice in accordance with Section 2.02 (including as a result of the failure of any of the conditions set forth in Article IV to be satisfied); (b) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bc) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (cd) any assignment of a LIBOR LIBO Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR LIBO Rate Loan made by it at the LIBOR LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR LIBO Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a Eurodollar Daily Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a Eurodollar Daily Floating Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. (a) Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (ai) any continuation, Conversionconversion, payment or prepayment of any Revolving Credit Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Credit Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (bii) any failure by the any Borrower (for a reason other than the failure of such Lender to make a Revolving Credit Loan) to prepay, borrow, continue or Convert convert any Revolving Credit Loan other than a Base Rate Loan on the date or in the amount notified by the Borrowersuch Borrower (including any such failure arising as a result of a revocation by such Borrower of any notice of prepayment, borrowing, continuation or conversion); or (ciii) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the a Borrower pursuant to Section 10.1410.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Revolving Credit Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. . (b) For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Revolving Credit Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the BorrowerBorrowers; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1410.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding obtained; provided, that the Borrowers shall not be required to compensate any Lender pursuant to this Section 3.05 for any loss, cost or expense incurred more than nine months prior to the date that such Lender notifies the Borrower, in writing, of such loss of anticipated profits)or expense and such Lender’s intention to claim compensation thereof. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Eurodollar Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Eurodollar Rate Loan on the date or in the amount notified by the BorrowerBorrowers; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1410.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of relating to the Applicable Revolving Rate and/or Applicable Term Rate or anticipated profits). The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred(excluding any loss, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, cost or expense arising from Taxes) incurred by it as a result of: : (a) any continuation, Conversionconversion, payment or prepayment of any Loan Advance other than a Base Rate Loan an ABR Advance on a day other than the last day of the Interest Period for such Loan Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); ; (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loanan Advance) to prepay, borrow, continue or Convert convert any Loan Advance other than a Base Rate Loan an ABR Advance on the date or in the amount notified by the Borrower; or or (c) any assignment of a LIBOR Rate Loan LIBORTerm SOFR Advance on a day other than the last day of the Interest Period therefor pursuant to Section 3.05 or as a result of a request by the Borrower pursuant to Section 10.148.03; - 96 - LEGAL_1:80104424.8 including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan Advance or from fees payable to terminate the deposits from which such funds were obtained (but excluding obtained; provided that, for the avoidance of doubt, the Borrower shall not be obligated to compensate any Lender under this Section for any loss of anticipated profits). The Borrower shall also pay profits in respect of any customary administrative fees charged by such Lender in connection with of the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.5Section, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate excluding the impact of the last sentence of the “Eurodollar Rate” definition for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 8.01(2), each Lender shall be deemed to have funded each LIBORTerm SOFR Advance made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan Advance was in fact so funded.fundedTerm

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Revolving Credit Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Credit Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Revolving Credit Loan) to prepay, borrow, continue or Convert convert any Revolving Credit Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; oror 77 (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Revolving Credit Loan or from fees payable to terminate the deposits from which such funds were obtained (obtained, but excluding any loss of anticipated profits)lost profit or consequential damages. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Revolving Credit Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Term Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Term Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; CHL:82267.17 (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Term Loan) to prepay, borrow, continue or Convert convert any Term Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Term Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Term Loan by a matching deposit or other borrowing Term Borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall shall, promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than an Alternate Base Rate Loan or a Base LIBOR Daily Floating Rate Loan on a day other than the last day of the Interest Period for such Loan or other than upon at least three (3) Business Days’ prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 3.03); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than an Alternate Base Rate Loan or a Base LIBOR Daily Floating Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurocurrency Loan (other than a LIBOR Daily Floating Rate Loan Loan) on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.142.18; including any foreign exchange losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each LIBOR Rate Eurocurrency Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market and for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: : (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); ; (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on the date or in the amount notified by the Borrower; or or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded.94

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; orBorrowers; (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1410.13; or (d) any assignment by a Lender pursuant to Section 10.06 prior to the six month anniversary of the Closing Date; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan on the date or in the amount notified by the BorrowerBorrower Agent; or (c) any assignment of a LIBOR Eurocurrency Rate Loan or a SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Agent pursuant to Section 10.1411.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan or SOFR Loan made by it at the LIBOR Rate or Term SOFR, as applicable, for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market or SOFR market, as applicable, for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan or SOFR Loan, as applicable, was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or BBA LIBOR Daily Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or BBA LIBOR Daily Floating Rate Loan on the date or in the amount notified by the BorrowerBorrowers; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1410.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Committed Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.”

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the (other provisions of this Article III, than Taxes and lost profits) incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the BorrowerBorrowers; or (c) any assignment of a LIBOR Rate Eurodollar RateTerm SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1410.13; excluding any loss of anticipated profits, but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender to similarly situated borrowers in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand (which demand shall set forth the basis for compensation and a reasonable detailed calculation of such compensation) of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of:: 36 (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); ; (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; excluding any loss of anticipated profits, but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate (or cause the Designated Borrower to compensate) such Lender for and hold such Lender harmless from any actual and direct loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrowers or the Designated Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers (or the applicable Designated Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall shall, promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than an Alternate Base Rate Loan or a Base LIBOR Daily Floating Rate Loan on a day other than the last day of the Interest Period for such Loan or other than upon at least three (3) Business Days’ prior notice to the Administrative Agent (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 3.03); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than an Alternate Base Rate Loan or a Base LIBOR Daily Floating Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurocurrency Loan (other than a LIBOR Daily Floating Rate Loan Loan) on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14‎Section 2.18; including any foreign exchange losses and loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.5‎Section 3.04, each Lender shall be deemed to have funded each LIBOR Rate Eurocurrency Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market and for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a LoanLoan or the receipt of a notice pursuant to Section 3.02 or Section 3.03) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss or expense arising from the liquidation or reemployment of funds obtained (but excluding any loss of anticipated profits) by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender as specified in this Section 3.05 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Term Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)) on a day other than (i) the last day of the Interest Period for such Term Loan or (ii) for an aggregate principal amount of Term Loans not to exceed $6,000,000, a day on which a Term Loan Reduction Installment is due; (b) any failure by the Borrower Borrowers (for a reason other than the failure of such Lender to make a its Term Loan) to prepay, borrow, or continue or Convert any Loan other than a Base Rate Term Loan on the date or in the amount notified by the BorrowerBorrowers; or (c) any assignment of a LIBOR Rate Term Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Borrowers pursuant to Section 10.1411.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Term Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate its Term Loan made by it at the LIBOR Eurodollar Rate for such Term Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Term Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than Eurocurrency Rate Loan, and any conversion of a Base Rate Loan to a Eurocurrency Rate Loan, on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, or continue any Eurocurrency Rate Loan, or Convert any Loan other than to convert a Base Rate Loan to a Eurocurrency Rate Loan, on the date or in the amount notified by the Borrower; Borrower; or (c) any assignment of a LIBOR Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14; 10.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (obtained, but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication (other than any loss of any amounts to which a Lender is otherwise entitled pursuant to the Applicable Rate or other provisions of this Article III, profit) incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan that is subject to an Interest Period on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan subject to an Interest Period on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Rate Loan subject to an Interest Period on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding or from the performance of any loss of anticipated profits)foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Rate Term SOFR Loan made by it at the LIBOR Term SOFR Rate used in determining the Term SOFR Rate for such Loan by a matching deposit or other borrowing in the London interbank market Dollars for a comparable amount and for a comparable period, whether or not such LIBOR Rate Term SOFR Loan was in fact so funded.

Compensation for Losses. Upon demand written request of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting set forth in reasonable detail the basis for calculating amounts owed to requesting such Lender pursuant to this Section 3.5amounts), from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) : any continuation, Conversionconversion, payment or prepayment of any Term Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Term Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) ; any failure by the Borrower (for a reason other than the failure of such Lender to make a Term Loan) to prepay, borrow, continue or Convert convert any Term Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) or any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Term Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary out-of-pocket administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Base Rate used in determining the Eurodollar Rate for such Term Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan or a Daily Floating Eurodollar Rate Swing Line Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan or a Daily Floating Eurodollar Rate Swing Line Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a LIBOR Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1411.13; including any loss or expense (other than loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurodollar Rate Loan made by it at the LIBOR Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan was in fact so funded.

Compensation for Losses. Upon demand of any Lender or, with respect to clause (c) below, any L/C Issuer (in each case with a copy to the Administrative Agent), which demand shall include a written statement, setting forth in reasonable detail the basis for calculating amounts owed to such Lender pursuant to this Section 3.5, ) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender or such L/C Issuer harmless from any loss, cost or expense actually incurred, without duplication of any amounts to which a Lender is otherwise entitled pursuant to the other provisions of this Article III, incurred by it as a result of: (a) any continuation, Conversionconversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or; (c) any failure by the Borrower to make payment in respect of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date; or (d) any assignment of a LIBOR Rate Eurocurrency RateTerm SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.1410.13; other than any loss of anticipated profits, but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits)obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each LIBOR Eurocurrency Rate Loan made by it at the LIBOR Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurocurrency Rate Loan was in fact so funded.