Common use of Funding Indemnification Clause in Contracts

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 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 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the If any payment of any principal of any LIBO a ratable Fixed Rate Borrowing or a Competitive Bid Loan other than occurs on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on date which is not the last day of the applicable Interest Period applicable theretoPeriod, (c) the failure to borrowwhether because of acceleration, convert, continue prepayment or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)otherwise, or (d) the assignment of any LIBO a ratable Fixed Rate Borrowing or a Competitive Bid Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)is not made, thenor is not continued, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure converted or assignment to the last day of the then current Interest Period for such Loan (orprepaid, in the case of a Eurocurrency Revolving Borrowing, on the date specified by the Borrower for any reason other than default by the Lenders or as a result of unavailability pursuant to Section 3.3, or the assignment of a ratable Fixed Rate Borrowing or a Competitive Bid Loan pursuant to Section 2.19 shall occur on a date other than the last day of the applicable Interest Period, the Borrower will indemnify each Lender for any loss or cost (only if and to the extent that a Lender requests such indemnification from the Borrower) incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the ratable Fixed Rate Borrowing or Competitive Bid Loan, as the case may be, and shall pay all such losses or costs within fifteen (15) days after written demand therefor. Without limitation of any losses arising from changes in the Fixed Rate adverse to the Lenders, in no event will the administrative fee payable by the Borrower as a result of such early payment or failure to borrowmake an advance exceed $250 per contract occurrence per Lender (such amount shall be payable only if and to the extent that a Lender requests such an administrative fee from the Borrower) to be billed by the Administrative Agent ten (10) Business Days following quarter-end along with breakage costs. Only if and to the extent that a Lender requests breakage costs from the Borrower, convert or continuebreakage costs for the Eurocurrency Borrowings shall be determined by the Administrative Agent on behalf of that Lender by multiplying the amount prepaid by the amount, if any, by which (x) a LIBOR-based rate for a term quoted on Page LIBOR 01 of the Reuters screen and closest to (but at least as long as) the remaining duration of the Interest Period that would have resulted from as the case may be for the principal sum being prepaid, and for an amount comparable to such borrowingprincipal sum, conversion or continuationis less than (y) if the interest rate payable on such deposit were equal LIBOR Base Rate in effect for the principal sum being so prepaid, immediately prior to the Reserve Adjusted LIBO prepayment of such sum, all as determined as of the date of the occurrence of the event giving rise to the LIBOR Rate for such break funding. Nothing in this Section 3.4 shall authorize the prepayment of a Competitive Bid Loan prior to the end of the applicable Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 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 10 days after receipt thereof.

Funding Indemnification. In the event of If (a) the any payment of any principal of any LIBO a Eurodollar Advance or a Bid Rate Loan other than occurs on a date which is not the last day of an the applicable Interest Period applicable thereto (including as a result Period, whether because of an Event of Default)acceleration, prepayment or otherwise, (b) a Eurodollar Advance is not made on the conversion of date specified by the Borrower for any LIBO Rate reason other than (i) default by the Lenders or (ii) a notice under Section 3.3, (c) a Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (cd) the failure Borrower fails to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such for any reason other than a notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)3.3, or (de) the assignment of any LIBO Rate Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event2.20, the Borrower shall compensate will indemnify each Lender for the loss, cost such Lender’s reasonable and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount documented costs and expenses and Interest Differential (as determined by such Lender to be Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the excessgreater of zero or the financial loss incurred by the Lender resulting from prepayment, if any, of (i) calculated as the difference between the amount of interest that such Lender would have accrued on earned (from the principal amount investments in money markets as of the Borrowing Date of such Loan for Advance) had prepayment not occurred and the period interest such Lender will actually earn (from like investments in money markets as of the date of such payment, conversion, failure or assignment to the last day prepayment) as a result of the then current Interest Period for such Loan (or, in redeployment of funds from the case of a failure to borrow, convert or continue, the duration prepayment. Because of the short-term nature of this facility, Borrower agrees that Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal Differential shall not be discounted to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 the Borrower and shall be conclusive absent manifest errorits present value. The Borrower hereby acknowledges that the Borrower shall be required to pay such Lender Interest Differential with respect to any portion of the amount shown principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as due on any such certificate within 10 days after receipt thereofwell as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. In the event of If (a) the any payment of any principal of any LIBO Rate Loan other than a Term SOFR Advance occurs on a date that is not the last day of an the applicable Interest Period applicable thereto (including as a result Period, whether because of an Event of Default)acceleration, prepayment or otherwise; (b) a Term SOFR Advance is not made on the conversion of date specified by the Borrower for any LIBO Rate Loan reason other than default by the Banks; (c) a Term SOFR Advance is converted other than on the last day of the Interest Period applicable thereto, ; (cd) the failure Borrower fails to borrow, convert, continue or prepay any Loan a Term SOFR Advance on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), hereto; or (de) the assignment of any LIBO Rate Loan a Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, 2.12; then the Borrower shall compensate indemnify each Lender Bank for the losssuch Bank’s costs, cost expenses and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount Interest Differential (as determined by such Lender to be equal to Bank) incurred as a result of such prepayment. The term “Interest Differential” means the excessgreater of zero and the financial loss incurred by the Bank resulting from prepayment, if any, of (i) calculated as the difference between the amount of interest that such Lender Bank would have accrued on earned (from like investments as of the principal amount first day of the Interest Period) had prepayment not occurred and the interest such Loan for the period Bank will actually earn (from like investments as of the date of such payment, conversion, failure or assignment to the last day prepayment) as a result of the then current redeployment of funds from the prepayment. Because of the short-term duration of any Interest Period, the Borrower agrees that the Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance accelerated or paid before the end of the Interest Period for such Loan (orTerm SOFR Advance, in whether voluntarily, involuntarily, or otherwise, including without limitation any principal payment required upon maturity when the case of a failure to borrow, convert or continue, the duration of the Borrower has elected an Interest Period that would have resulted from extends beyond the scheduled maturity date of such borrowingLoan and any principal payment required following default, conversion demand for payment, acceleration, collection proceedings, foreclosure, sale or continuation) if other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation, application of insurance proceeds, or otherwise. Such Interest Differential shall at all times be a Borrower Obligation as well as an undertaking by the interest rate payable on such deposit were equal Borrower to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount Banks whether arising out of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (a voluntary or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such periodmandatory prepayment. A certificate of any Lender Bank setting forth any amount or amounts that such Lender Bank is entitled to receive pursuant to this Section 2.6 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender Bank the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion of any LIBO Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)hereto, or (d) the assignment of any LIBO Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request an election by the Borrower pursuant to Section 2.8(2)2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate LoanSuch loss, the loss cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender which would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate would bid were it to bid, at the commencement of such Lender) period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market at the commencement of such period. 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 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 10 days after receipt thereofmarket.

Funding Indemnification. In the event of (a) the If any payment of any principal of any LIBO Rate Loan other than a Eurodollar Advance occurs on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on date which is not the last day of the applicable Interest Period applicable theretoPeriod, (c) the failure to borrowwhether because of acceleration, convertprepayment or otherwise, continue or prepay any Loan a Eurodollar Advance is not made or continued or a Floating Rate Advance is not converted into a Eurodollar Advance on the date specified in by the applicable Borrower for any notice delivered pursuant hereto (regardless of whether reason other than default by the Lenders, a Eurodollar Advance is not prepaid on the date specified by such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)Borrower for any reason, or (d) a Eurodollar Advance is prepaid by such Borrower without such Borrower providing at least three Business Days’ prior notice to the assignment of Agent for any LIBO Rate Loan reason, such Borrower will severally, and not jointly with the other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)Borrower, then, in any such event, the Borrower shall compensate indemnify each Lender for any loss or cost incurred by such Lender resulting therefrom, including any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance as determined by such Lender (if and to the lossextent such Lender, in its sole discretion, elects to impose such a charge). Such loss or cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable in liquidating or employing deposits acquired to fund or maintain any such event Eurodollar Advance shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Rate that would have been applicable to such Loan (but not including the Applicable Margin applicable thereto), for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid (as reasonably determined by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market that would have accrued to such Lender on such amount by placing such amount on deposit at the commencement of such periodperiod for a comparable period with leading banks in the London interbank eurodollar market. A certificate of any Notwithstanding the foregoing, a Defaulting Lender setting forth any amount or amounts that such Lender is required to assign its Loans pursuant to Section 2.20 shall not be entitled to receive pursuant to compensation under this Section 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 3.4 in connection with any such certificate within 10 days after receipt thereofassignment.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Eurocurrency Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion of any LIBO Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, convert or continue or prepay any Eurocurrency Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.8(2)2.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate LoanSuch loss, the loss cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan (but not including the Applicable Eurocurrency Rate Margin), for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market would bid were it to bid, at the commencement of such period, for deposits in a like currency and of a comparable amount and period from other banks in the London interbank market. A certificate of any Lender delivered to the applicable Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the If any payment of any principal of any LIBO Rate Loan other than a Eurodollar Advance occurs on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on date which is not the last day of the applicable Interest Period applicable theretoPeriod, (c) the failure to borrowwhether because of acceleration, convertprepayment or otherwise, continue or prepay any Loan a Eurodollar Advance is not made or continued or a Floating Rate Advance is not converted into a Eurodollar Advance on the date specified in by the applicable Borrower for any notice delivered pursuant hereto (regardless of whether reason other than default by the Lenders, a Eurodollar Advance is not prepaid on the date specified by such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)Borrower for any reason, or a Eurodollar Advance is prepaid by such Borrower without such Borrower providing at least three (d3) Business Days’ prior notice to the assignment of Agent for any LIBO Rate Loan reason, such Borrower will severally, and not jointly with the other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)Borrower, then, in any such event, the Borrower shall compensate indemnify each Lender for any loss or cost incurred by such Lender resulting therefrom, including any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance as determined by such Lender (if and to the lossextent such Lender, in its sole discretion, elects to impose such a charge). Such loss or cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable in liquidating or employing deposits acquired to fund or maintain any such event Eurodollar Advance shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Rate that would have been applicable to such Loan (but not including the Applicable Margin applicable thereto), for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid (as reasonably determined by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market that would have accrued to such Lender on such amount by placing such amount on deposit at the commencement of such periodperiod for a comparable period with leading banks in the London interbank eurodollar market. A certificate of any Notwithstanding the foregoing, a Defaulting Lender setting forth any amount or amounts that such Lender is required to assign its Loans pursuant to Section 2.20 shall not be entitled to receive pursuant to compensation under this Section 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 3.4 in connection with any such certificate within 10 days after receipt thereofassignment.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Rate Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion or continuation of any LIBO Rate Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)2.21, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event, excluding loss of margin. In the case of a LIBO Rate Eurocurrency Loan, the loss such loss, cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender which would have accrued on the principal amount of such Eurocurrency Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodEurocurrency Loan), over (ii) the amount of interest that such Lender which would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate would bid were it to bid, at the commencement of such Lender) period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market at the commencement of such periodmarket. 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 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 10 30 days after receipt thereof.

Funding Indemnification. In the event The Borrower shall pay to each Lender, upon request, such amount or amounts as such Lender determines are necessary to compensate it for any reasonable loss, cost or expense incurred by it as a result of (a) the payment any assignment pursuant to Section 2.6.2 of any principal of any LIBO a Eurodollar Base Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default)for such Eurodollar Base Rate Loan, (b) the any payment, prepayment or conversion of any LIBO a Eurodollar Base Rate Loan or payment or prepayment of an Absolute Bid Rate Loan on a date other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Eurodollar Base Rate Loan or an Absolute Bid Rate Loan or (c) a Eurodollar Base Rate Loan or an Absolute Bid Rate Loan for any reason not being made or, in the case of a failure to borrowEurodollar Base Rate Loans, convert or continue, the duration converted (other than as a result of the Interest Period failure of such Lender to make such Loan available to the Borrower upon the fulfillment of the conditions specified in Article IV without any determination by the Administrative Agent or such Lender under Section 3.3), or any payment of principal thereof or interest thereon not being made, on the date therefor determined in accordance with the applicable provisions of this Agreement. At the election of such Lender, and without limiting the generality of the foregoing, but without duplication, such compensation on account of losses may include an amount equal to the excess of (i) the interest that would have resulted been received from such borrowing, conversion the Borrower under this Agreement on any amounts to be reemployed during an Interest Period or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, its remaining portion over (ii) the amount interest component of interest the return that such Lender would earn determines it could have obtained had it placed such amount on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks deposit in the eurodollar interbank Dollar market at the commencement of selected by it for a period equal to such period. A certificate of any Lender setting forth any amount Interest Period or amounts that such Lender is entitled to receive pursuant to this Section 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 10 days after receipt thereofits remaining portion.

Funding Indemnification. In the event of (a1) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b2) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c3) the failure to borrow, convert, continue or prepay any Loan of the Loans on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)hereto, or (d4) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)Loan, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (iy) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (iiz) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar Dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 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 10 days after receipt thereof.

Funding Indemnification. In addition to all other payment obligations hereunder, in the event of (a) the payment of any principal of any Loan is accruing interest at the Applicable LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on and is prepaid in full or in part prior to the last day of the applicable Interest Period applicable theretoPeriod, whether following a voluntary prepayment, a mandatory prepayment (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable other than a mandatory prepayment arising under Section 1.8(22.3.3(i) below when no Event of Default has occurred and is revoked in accordance herewith)continuing) or otherwise, or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the then Borrower shall compensate immediately pay to each Lender, through Administrative Agent, an additional premium sum compensating such Lender for the losslosses, cost costs and expense attributable to expenses incurred by such eventLender in connection with such prepayment. In the case of a LIBO Rate Loan, the The loss to any Lender attributable to any such event prepayment shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for so prepaid (the period Incremental Payment) from the date of such payment, conversion, failure or assignment payment to the last day of the then then-current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period on an amount equal to the Incremental Payment if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate determination of any Lender setting forth any amount or as to the amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered to the Borrower and 2.2.8 shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the If any payment of any principal of any LIBO a Eurodollar Advance or a Fixed Rate Loan other than occurs on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on date which is not the last day of the applicable Interest Period applicable theretoPeriod, (c) the failure to borrowwhether because of acceleration, convertprepayment or otherwise, continue or prepay any a Eurodollar Advance is not made or continued, a Fixed Rate Loan is not made or a Floating Rate Advance is not converted into a Eurodollar Advance, on the date specified in by the applicable Borrower for any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)reason other than default by the Lenders, or (d) the assignment of any LIBO a Eurodollar Advance or Fixed Rate Loan other than is not prepaid on the last day of the Interest Period applicable thereto as a result of a request date specified by the such Borrower pursuant to Section 2.8(2)for any reason, then, in any such event, the Borrower shall compensate will indemnify each Lender for the lossany loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost and expense attributable in liquidating or employing deposits acquired to fund or maintain such event. In the case of a LIBO Eurodollar Advance or Fixed Rate Loan, the ; provided that a Defaulting Lender required to assign its Loans under Section 2.22 shall not be entitled to compensation under this Section 3.4 in connection with such assignment. Such loss to any Lender attributable to any such event or cost shall be deemed to include be an amount determined by such Lender (if and to the extent such Lender, in its sole discretion, elects to impose such a charge) to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan Advance had such event not occurred, at the Eurodollar Base Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodAdvance), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market would bid if it were to bid, at the commencement of such period. A certificate , for dollar deposits of any Lender setting forth any a comparable amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to and period from other banks in 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 10 days after receipt thereofLondon interbank market.

Funding Indemnification. In the event of If (a) the any payment of any principal of any LIBO Rate Loan other than a Eurocurrency Advance occurs on a date which is not the last day of an the applicable Interest Period applicable thereto (including as a result Period, whether because of an Event of Default)acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the conversion date specified by the Borrower of such Advance for any LIBO Rate reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (cd) the failure Borrower of a Eurocurrency Loan fails to borrow, convert, continue or prepay any such Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)hereto, or (de) the assignment of any LIBO Rate Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower of such Eurocurrency Loan pursuant to Section 2.8(2), then, in any such event2.20, the Domestic Borrowers and such Borrower shall compensate will indemnify each Lender for the losssuch Lender’s costs, cost expenses and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount Interest Differential (as determined by such Lender to be Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the excessgreater of zero or the financial loss incurred by the Lender resulting from prepayment, if any, of (i) calculated as the difference between the amount of interest that such Lender would have accrued on earned (from the principal amount investments in money markets as of the Borrowing Date of such Loan for Advance) had prepayment not occurred and the period interest such Lender will actually earn (from like investments in money markets as of the date of such prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrowers agree that Interest Differential shall not be discounted to its present value. The Borrowers hereby acknowledge that the Borrowers shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, conversionacceleration, failure collection proceedings, foreclosure, sale or assignment other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrowers to the last day of the then current Interest Period for such Loan (or, in the case Lenders whether arising out of a failure to borrow, convert voluntary or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 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 10 days after receipt thereofmandatory prepayment.

Funding Indemnification. In the event of (a) the If any payment of a LIBOR Rate Advance occurs on a date which is not the last day of the applicable LIBOR Interest Period, whether because of acceleration, prepayment or otherwise, or a ratable LIBOR Rate Advance is not made on the date specified by Borrower for any principal reason other than default by the Lenders or as a result of unavailability pursuant to Section - 69 - US_ACTIVEActive\121281000\V-110 3.3, Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost (incurred or expected to be incurred) in liquidating or employing deposits acquired to fund or maintain the LIBOR Rate Advance and shall pay all such losses or costs within fifteen (15) days after written demand therefor The Borrower shall compensate each Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its SOFR Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (whether or not withdrawn by the Borrower or deemed withdrawn); (ii) if any repayment, prepayment, Conversion or Continuation of any LIBO Rate SOFR Loan other than occurs on a date that is not the last day of an Interest Period applicable thereto thereto; (including iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an Event of Default), (b) the conversion assignment by a Lender of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of pursuant to a request by the Borrower pursuant to Section 2.8(2), then, in 2.9 or (v) as a consequence of (y) any such event, other default by the Borrower shall compensate each Lender for to repay or prepay any SOFR Loans when required by the loss, cost and expense attributable terms of this Agreement or (z) an election made pursuant to such eventSection 2.9. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 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 request within 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) 2.5 and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), 2.5. then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar Dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 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 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Eurocurrency Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion of any LIBO Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 1.8(22.08(b)(i) and is revoked in accordance herewiththerewith), or (d) the assignment of any LIBO Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)3.06, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Eurocurrency Rate Loan, the loss such loss, cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Base Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the London interbank market. 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 the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 30 days after receipt thereof.

Funding Indemnification. In the event of (a) the If any payment of any principal of any LIBO a ratable Fixed Rate Borrowing or a Competitive Bid Loan other than occurs on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on date which is not the last day of the applicable Interest Period applicable theretoPeriod, (c) the failure to borrowwhether because of acceleration, convert, continue prepayment or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)otherwise, or (d) the assignment of any LIBO a ratable Fixed Rate Borrowing or a Competitive Bid Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)is not made, thenor is not continued, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure converted or assignment to the last day of the then current Interest Period for such Loan (orprepaid, in the case of a failure Eurocurrency Revolving Borrowing, on the date specified by the Borrower for any reason other than default by the Lenders or as a result of unavailability pursuant to borrowSection 3.3, convert or continuethe assignment of a ratable Fixed Rate Borrowing or a Competitive Bid Loan pursuant to Section 2.19 shall occur on a date other than the last day of the applicable Interest Period, the Borrower will indemnify each Lender for any loss or cost (only if and to the extent that a Lender requests such indemnification from the Borrower) incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the ratable Fixed Rate Borrowing or Competitive Bid Loan, as the case may be, and shall pay all such losses or costs within fifteen (15) days after written demand therefor. Only if and to the extent that a Lender requests breakage costs from the Borrower, breakage costs for the Eurocurrency Borrowings shall be determined by the Administrative Agent on behalf of that Lender by multiplying the amount prepaid by the amount, if any, by which (x) a LIBOR-based rate for a term quoted on Page LIBOR 01 of the Reuters screen and closest to (but at least as long as) the remaining duration of the Interest Period that would have resulted from as the case may be for the principal sum being prepaid, and for an amount comparable to such borrowingprincipal sum, conversion or continuationis less than (y) if the interest rate payable on such deposit were equal LIBOR Base Rate in effect for the principal sum being so prepaid, immediately prior to the Reserve Adjusted LIBO prepayment of such sum, all as determined as of the date of the occurrence of the event giving rise to the LIBOR Rate for such break funding. Nothing in this Section 3.4 shall authorize the prepayment of a Competitive Bid Loan prior to the end of the applicable Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 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 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the If any payment of a LIBOR Rate Advance occurs on a date which is not the last day of the applicable LIBOR Interest Period, whether because of acceleration, prepayment or otherwise, or a ratable LIBOR Rate Advance is not made on the date specified by Borrower for any principal reason other than default by the Lenders or as a result of unavailability pursuant to Section 3.3, Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost (incurred or expected to be incurred) in liquidating or employing deposits acquired to fund or maintain the - 57 - US_Active\121347781\V-16 LIBOR Rate Advance and shall pay all such losses or costs within fifteen (15) days after written demand thereforThe Borrower shall compensate each Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its SOFR Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (whether or not withdrawn by the Borrower or deemed withdrawn); (ii) if any repayment, prepayment, Conversion or Continuation of any LIBO Rate SOFR Loan other than occurs on a date that is not the last day of an Interest Period applicable thereto thereto; (including iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an Event of Default), (b) the conversion assignment by a Lender of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of pursuant to a request by the Borrower pursuant to Section 2.8(2), then, in 2.9 or (v) as a consequence of (y) any such event, other default by the Borrower shall compensate each Lender for to repay or prepay any SOFR Loans when required by the loss, cost and expense attributable terms of this Agreement or (z) an election made pursuant to such eventSection 2.9. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 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 request within 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the If any payment of any principal of any LIBO Rate Loan other than a Eurodollar Advance occurs on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on date which is not the last day of the applicable Interest Period applicable theretoPeriod, (c) the failure to borrowwhether because of acceleration, convertprepayment or otherwise, continue or prepay any Loan a Eurodollar Advance is not made or continued, or a Floating Rate Advance is not converted into a Eurodollar Advance, on the date specified in by the applicable Borrower for any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)reason other than default by the Lenders, or (d) the assignment of any LIBO Rate Loan other than a Eurodollar Advance is not prepaid on the last day of the Interest Period applicable thereto as a result of a request date specified by the such Borrower pursuant to Section 2.8(2)for any reason, then, in any such event, the Borrower shall compensate will indemnify each Lender for the lossany loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost and expense attributable in liquidating or employing deposits acquired to fund or maintain such eventEurodollar Advance; provided that a Defaulting Lender required to assign its Loans under Section 2.22 shall not be entitled to compensation under this Section 3.4 in connection with such assignment. In the case of a LIBO Rate Loan, the Such loss to any Lender attributable to any such event or cost shall be deemed to include be an amount determined by such Lender (if and to the extent such Lender, in its sole discretion, elects to impose such a charge) to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan Advance had such event not occurred, at the Eurodollar Base Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodAdvance), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market would bid if it were to bid, at the commencement of such period. A certificate , for dollar deposits of any Lender setting forth any a comparable amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to and period from other banks in 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 10 days after receipt thereofLondon interbank market.

Funding Indemnification. In the event of If (a) the any payment of any principal of any LIBO a Eurodollar Advance or a Bid Rate Loan other than occurs on a date which is not the last day of an the applicable Interest Period applicable thereto (including as a result Period, whether because of an Event of Default)acceleration, prepayment or otherwise, (b) a Eurodollar Advance is not made on the conversion date specified by the Borrower for any reason other than (i) solely to the extent arising from an applicable Lender’s failure to fund such Eurodollar Advance in accordance with the terms of any LIBO Rate this Agreement or (ii) a notice under Section 3.3, (c) a Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (cd) the failure Borrower fails to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto for any reason other than (regardless i) solely to the extent arising from an applicable Lender’s failure to fund such Eurodollar Loan in accordance with the terms of whether such this Agreement or (ii) a notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)3.3, or (de) the assignment of any LIBO Rate Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event2.20, the Borrower shall compensate will indemnify each Lender for the loss, cost such Lender’s reasonable and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount documented costs and expenses and Interest Differential (as determined by such Lender to be Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the excessgreater of zero or the financial loss incurred by the Lender resulting from prepayment, if any, of (i) calculated as the difference between the amount of interest that such Lender would have accrued on earned (from the principal amount investments in money markets as of the Borrowing Date of such Loan for Advance) had prepayment not occurred and the period interest such Lender will actually earn (from like investments in money markets as of the date of such payment, conversion, failure or assignment to the last day prepayment) as a result of the then current Interest Period for such Loan (or, in redeployment of funds from the case of a failure to borrow, convert or continue, the duration prepayment. Because of the short-term nature of this facility, Borrower agrees that Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal Differential shall not be discounted to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 the Borrower and shall be conclusive absent manifest errorits present value. The Borrower hereby acknowledges that the Borrower shall be required to pay such Lender Interest Differential with respect to any portion of the amount shown principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as due on any such certificate within 10 days after receipt thereofwell as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. In the event The Borrower shall pay to each Lender, upon request, such amount or amounts as such Lender determines are necessary to compensate it for any reasonable loss, cost or expense incurred by it as a result of (a) the payment any assignment pursuant to Section 2.6.2 or Section 2.7.4 of any principal of any LIBO a Eurodollar Base Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default)for such Eurodollar Base Rate Loan, (b) the any payment, prepayment or conversion of any LIBO a Eurodollar Base Rate Loan or payment or prepayment of an Absolute Bid Rate Loan on a date other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Eurodollar Base Rate Loan or an Absolute Bid Rate Loan or (c) a Eurodollar Base Rate Loan or an Absolute Bid Rate Loan for any reason not being made or, in the case of a failure to borrowEurodollar Base Rate Loans, convert or continue, the duration converted (other than as a result of the Interest Period failure of such Lender to make such Loan available to the Borrower upon the fulfillment of the conditions specified in Article IV without any determination by the Administrative Agent or such Lender under Section 3.3), or any payment of principal thereof or interest thereon not being made, on the date therefor determined in accordance with the applicable provisions of this Agreement. At the election of such Lender, and without limiting the generality of the foregoing, but without duplication, such compensation on account of losses may include an amount equal to the excess of (i) the interest that would have resulted been received from such borrowing, conversion the Borrower under this Agreement on any amounts to be reemployed during an Interest Period or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, its remaining portion over (ii) the amount interest component of interest the return that such Lender would earn determines it could have obtained had it placed such amount on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks deposit in the eurodollar interbank Dollar market at the commencement of selected by it for a period equal to such period. A certificate of any Lender setting forth any amount Interest Period or amounts that such Lender is entitled to receive pursuant to this Section 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 10 days after receipt thereofits remaining portion.

Funding Indemnification. In addition to all other payment ----------------------- obligations hereunder, in the event of event: (a1) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on is prepaid prior to the last day of the applicable Interest Period applicable theretoPeriod, whether following a voluntary prepayment, mandatory prepayment (cincluding but not limited to application of proceeds from the sale of Borrower Collateral) or otherwise, or (2) the Company shall fail to borrow a LIBO Rate Loan or shall fail to continue or to make a conversion to a LIBO Rate Loan after the Company has given notice thereof as required hereunder, then the Company shall immediately pay to each Lender which would have funded the requested LIBO Rate Loan or holding the LIBO Rate Loans prepaid or not continued or converted, through the Administrative Agent, an additional premium sum compensating such Lender for losses, costs and expenses incurred by such Lender in connection with such prepayment or such failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether convert. The Company acknowledges that such notice is permitted losses, costs and expenses are difficult to be revocable under Section 1.8(2) quantify and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), thenthat, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of the prepayment of or failure to borrow or continue as or to convert to a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount following formula represents a fair and reasonable estimate of such Loan for the period from the date of such paymentlosses, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted costs and expenses: Xxxxxx [Xxxxxxxxxx XXXX Rate ] Days Remaining Being [LIBO Rate for such Incre- ] in Interest PeriodPrepaid or [for Increment ment for Days ] Period Not x [Being Prepaid - Remaining in ] x ----------- Borrowed, over [or Not Interest Period ] 360 Converted or [Borrowed, (iias quoted on the first Continued [Converted or Eurodollar Business [Continued Day following Lenders' receipt of notice thereof) For purposes of calculating the amount of interest that such Lender would earn on such principal amount current LIBO Rate for such period if such Lender were to invest such principal amount the days remaining in the Interest Period for such period at both the increment being prepaid or not converted or continued, said current LIBO Rate shall be an interest rate that would be bid by such interpolated between LIBO Rates quoted for standard calendar periods for subsequent months' maturities in accordance with normal conventions. Under no circumstances shall any Lender (or an affiliate have any obligation to remit monies to the Company upon prepayment of such Lender) for dollar deposits from other banks any LIBO Rate Loan, even under circumstances which do not result in the eurodollar market at necessity for the commencement of such period. A certificate payment by the Company of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest errorhereunder. The Borrower provisions hereof shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofsurvive termination of this Credit Agreement and payment of all other Obligations.

Funding Indemnification. In If any payment of a Eurodollar Advance occurs on a date which is not the event last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any actual loss or cost incurred by it resulting therefrom (other than lost profits), including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance upon written demand by such Lender (such demand shall set forth in reasonable detail the basis for requesting indemnification for such costs)The Borrower hereby indemnifies each of the Lenders against any loss, cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of (a) any failure by the Borrower to make any payment when due of any principal amount due hereunder in connection with a SOFR Advance, (b) any failure of the Borrower to borrow or continue a SOFR Advance or convert to a SOFR Advance on a date specified therefor in a Borrowing Notice or Conversion/Continuation Notice, (c) any failure of the Borrower to prepay any SOFR Advance on a date specified therefor in any repayment notice, (d) any payment, prepayment or conversion of any LIBO Rate Loan SOFR Advance on a date other than on the last day of an the Interest Period applicable thereto therefor (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (de) the assignment of any LIBO Rate Loan SOFR Advance other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(22.20(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate of any such Lender setting forth any the basis for determining such amount or amounts that necessary to compensate such Lender is entitled to receive pursuant to this Section shall be delivered forwarded 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 10 days after receipt thereof.through the

Funding Indemnification. In the event of (a) the If any payment of any principal of any LIBO a Fixed Rate Loan other than Borrowing occurs on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on date which is not the last day of the applicable Interest Period applicable theretoPeriod, (c) the failure to borrowwhether because of acceleration, convertprepayment or otherwise, continue or prepay any Loan a Fixed Rate Borrowing is not made on the date specified in by the Borrower for any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan reason other than on default by the last day of the Interest Period applicable thereto Lenders or as a result of unavailability pursuant to Section 3.3, the Borrower will indemnify each Lender for any loss or cost (only if and to the extent that a request Lender requests such indemnification from the Borrower) incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the Fixed Rate Borrowing, and shall pay all such losses or costs within fifteen (15) days after written demand therefor. Without limitation of any losses arising from changes in the Fixed Rate adverse to the Lenders, in no event will the administrative fee payable by the Borrower pursuant as a result of such early payment or failure to Section 2.8(2)make an advance exceed $250 per contract occurrence per Lender (such amount shall be payable only if and to the extent that a Lender requests such an administrative fee from the Borrower) to be billed by the Administrative Agent ten (10) Business Days following quarter-end along with breakage costs. Only if and to the extent that a Lender requests breakage costs from the Borrower, then, in any such event, the Borrower shall compensate each Lender breakage costs for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event Eurocurrency Borrowings shall be deemed to include an amount determined by such the Administrative Agent on behalf of that Lender to be equal to by multiplying the excessamount prepaid by the amount, if any, by which (x) a LIBOR-based rate for a term quoted on page 3750 of the Dow Jxxxx Market Service telerate screen and closest to (ibut at least as long as) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the remaining duration of the Interest Period that would have resulted from as the case may be for the principal sum being prepaid, and for an amount comparable to such borrowingprincipal sum, conversion or continuationis less than (y) if the interest rate payable on such deposit were equal LIBOR Base Rate in effect for the principal sum being so prepaid, immediately prior to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate prepayment of such Lender) for dollar deposits from other banks in sum, all as determined as of the eurodollar market at date of the commencement occurrence of such period. 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 the event giving rise 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 10 days after receipt thereofLIBOR Rate break funding.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Eurocurrency Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion of any LIBO Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, convert or continue or prepay any Eurocurrency Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.8(2)2.20, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate LoanSuch loss, the loss cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan (but not including the Applicable Eurocurrency Rate Margin), for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank market. A certificate of any Lender delivered to the applicable Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In addition to all other payment obligations hereunder, in the event of event: (a1) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on is prepaid prior to the last day of the applicable Interest Period applicable theretoPeriod, whether following a voluntary prepayment, a mandatory prepayment or otherwise, or (c2) the Borrowers shall fail to borrow the Interim Loan on the Closing Date (to the extent the Borrowers have requested that the Interim Loan or portions thereof be initially funded as a LIBO Rate Loan), or to continue or to make a conversion to a LIBO Rate Loan after the Borrowers have given notice thereof as required hereunder, then the Borrowers shall immediately pay to each Lender which would have funded the requested LIBO Rate Loan or holding the LIBO Rate Loans prepaid or not continued or converted, through the Administrative Agent, an additional premium sum compensating such Lender for losses, costs and expenses incurred by such Lender in connection with such prepayment or such failure to borrow, convert, continue or prepay any Loan on convert. Without limiting the date specified in any notice delivered pursuant hereto (regardless of whether foregoing, such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower compensation shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (i1) the amount of interest that such Lender which otherwise would have accrued on the principal amount of such Loan so paid, prepaid, converted or continued (or not converted, continued or borrowed) (the "Incremental Payment") for the period from the date of such payment, conversionprepayment, conversion or continuation (or failure to convert, continue or assignment borrow) to the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to convert, continue or borrow, convert or continue, to the duration last day of the applicable Interest Period that which would have resulted from such borrowing, conversion or continuationcommenced on the date specified therefor in the relevant notice) if at the interest rate payable on such deposit were equal to the Reserve Adjusted applicable LIBO Rate provided for herein with respect to such Interest PeriodIncremental Payment, over (ii2) the amount of interest that would have accrued (as reasonably determined by such Lender), based upon the interest rate which such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be have bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar London interbank market at for Dollar deposits, on amounts comparable to the commencement of Incremental Payment and maturities comparable to such period. A certificate determination of any Lender setting forth any amount or as to the amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered to the Borrower and 2.9 shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In the event of (a1) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b2) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c3) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)hereto, or (d4) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)Loan, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (iy) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (iiz) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar Dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.14 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 10 days after receipt thereof.

Funding Indemnification. In addition to all other payment obligations hereunder, in the event of event: (a1) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on is prepaid prior to the last day of the applicable Interest Period applicable theretoPeriod, whether following a voluntary prepayment or otherwise, or (c2) the Borrower shall fail to borrow the Term Loan on the Original Closing Date (to the extent the Borrower has requested that the Term Loan or portions thereof be initially funded as a LIBO Rate Loan), or to continue or to make a conversion to a LIBO Rate Loan after the Borrower has given notice thereof as required hereunder, then the Borrower shall immediately pay to each Lender which would have funded the requested LIBO Rate Loan or holding the LIBO Rate Loans prepaid or not continued or converted, through the Administrative Agent, an additional premium sum compensating such Lender for losses, costs and expenses incurred by such Lender in connection with such prepayment or such failure to borrow, convert, continue or prepay any Loan on convert. Without limiting the date specified in any notice delivered pursuant hereto (regardless of whether foregoing, such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower compensation shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (i1) the amount of interest that such Lender which otherwise would have accrued on the principal amount of such Loan so paid, prepaid, converted or continued (or not converted, continued or borrowed) (the “Incremental Payment”) for the period from the date of such payment, conversionprepayment, conversion or continuation (or failure to convert, continue or assignment borrow) to the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to convert, continue or borrow, convert or continue, to the duration last day of the applicable Interest Period that which would have resulted from such borrowing, conversion or continuationcommenced on the date specified therefore in the relevant notice) if at the interest rate payable on such deposit were equal to the Reserve Adjusted applicable LIBO Rate provided for herein with respect to such Interest PeriodIncremental Payment, over (ii2) the amount of interest that would have accrued (as reasonably determined by such Lender), based upon the interest rate which such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be have bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar London interbank market at for Dollar deposits, on amounts comparable to the commencement of Incremental Payment and maturities comparable to such period. A certificate determination of any Lender setting forth any amount or as to the amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered to the Borrower and 2.9 shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In If any payment of a ratable LIBOR Borrowing or a Bid Rate Loan occurs on a date which is not The Borrower hereby indemnifies each of the event Lenders against any loss, cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of (a) any failure by the Borrower to make any payment when due of any principal amount due hereunder in connection with a SOFR Loan, (b) any failure of the Borrower to borrow or continue a SOFR Loan or convert to a SOFR Loan on a date specified therefor in a Borrowing Notice or Conversion/Continuation Notice, (c) any failure of the Borrower to prepay any SOFR Loan on a date specified therefor in any notice of prepayment under Section 2.24, (d) any payment, prepayment or conversion of any LIBO Rate SOFR Loan on a date other than on the last day of an the applicable Interest Period applicable thereto Period, whether because of acceleration, prepayment or otherwise, or a ratable LIBOR Borrowing or a Bid Rate Loan is not made, continued or converted on the date specified by the Borrower for any reason other than default by one or more of the Lenders, the Borrower will indemnify each Lender and each Designated Lender for any loss or cost incurred by such Lender or Designated Lender, as applicable, resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the ratable LIBOR Borrowing or Bid Rate Loan. therefor (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (de) the assignment of any LIBO Rate SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period4.7. A certificate of any such Lender setting forth any the basis for determining such amount or amounts that necessary to compensate such Lender is entitled to receive pursuant to this Section shall be delivered forwarded to the Borrower through the Administrative Agent and shall be conclusive absent conclusively presumed to be correct save for manifest error. The Borrower All of the obligations of the Loan Parties under this Section 4.4 shall pay such Lender survive the amount shown as due on resignation or replacement of the Administrative Agent or any such certificate within 10 days after receipt thereofassignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Funding Indemnification. In the event of If (a) the any payment of any principal of any LIBO Rate Loan other than a Eurocurrency Advance occurs on a date which is not the last day of an the applicable Interest Period applicable thereto (including as a result Period, whether because of an Event of Default)acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the conversion date specified by the Borrower of such Advance for any LIBO Rate reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (cd) the failure Borrower of a Eurocurrency Loan fails to borrow, convert, continue or prepay any such Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith)hereto, or (de) the assignment of any LIBO Rate Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower of such Eurocurrency Loan pursuant to Section 2.8(2), then, in any such event2.20, the Company and such Borrower shall compensate will indemnify each Lender for the losssuch Lender’s costs, cost expenses and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount Interest Differential (as determined by such Lender to be Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the excessgreater of zero or the financial loss incurred by the Lender resulting from prepayment, if any, of (i) calculated as the difference between the amount of interest that such Lender would have accrued on earned (from the principal amount investments in money markets as of the Borrowing Date of such Loan for Advance) had prepayment not occurred and the period interest such Lender will actually earn (from like investments in money markets as of the date of such prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrowers agree that Interest Differential shall not be discounted to its present value. The Borrowers hereby acknowledge that the Borrowers shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, conversionacceleration, failure collection proceedings, foreclosure, sale or assignment other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrowers to the last day of the then current Interest Period for such Loan (or, in the case Lenders whether arising out of a failure to borrow, convert voluntary or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 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 10 days after receipt thereofmandatory prepayment.

Funding Indemnification. In addition to all other payment obligations hereunder, in the event of event: (a1) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on is prepaid prior to the last day of the applicable Interest Period applicable theretoPeriod, whether following a voluntary prepayment, a mandatory prepayment or otherwise, or (c2) the Borrowers shall fail to borrow the Term Loan on the Closing Date (to the extent the Borrowers have requested that the Term Loan or portions thereof be initially funded as a LIBO Rate Loan), or to continue or to make a conversion to a LIBO Rate Loan after the Borrowers have given notice thereof as required hereunder, then the Borrowers shall immediately pay to each Lender which would have funded the requested LIBO Rate Loan or holding the LIBO Rate Loans prepaid or not continued or converted, through the Administrative Agent, an additional premium sum compensating such Lender for losses, costs and expenses incurred by such Lender in connection with such prepayment or such failure to borrow, convert, continue or prepay any Loan on convert. Without limiting the date specified in any notice delivered pursuant hereto (regardless of whether foregoing, such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower compensation shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (i1) the amount of interest that such Lender which otherwise would have accrued on the principal amount of such Loan so paid, prepaid, converted or continued (or not converted, continued or borrowed) (the "Incremental Payment") for the period from the date of such payment, conversionprepayment, conversion or continuation (or failure to convert, continue or assignment borrow) to the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to convert, continue or borrow, convert or continue, to the duration last day of the applicable Interest Period that which would have resulted from such borrowing, conversion or continuationcommenced on the date specified therefor in the relevant notice) if at the interest rate payable on such deposit were equal to the Reserve Adjusted applicable LIBO Rate provided for herein with respect to such Interest PeriodIncremental Payment, over (ii2) the amount of interest that would have accrued (as reasonably determined by such Lender), based upon the interest rate which such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be have bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar London interbank market at for Dollar deposits, on amounts comparable to the commencement of Incremental Payment and maturities comparable to such period. A certificate determination of any Lender setting forth any amount or as to the amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered to the Borrower and 2.9 shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In If any payment of a LIBOR Borrowing occurs on a date which is not the event last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a LIBOR Borrowing is not made, continued or converted on the date specified by the Borrower for any reason other than default by one or more of the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by such Lender, as applicable, resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the LIBOR Borrowing. . The Borrower hereby indemnifies each of the Lenders against any loss, cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of (a) any failure by the Borrower to make any payment when due of any principal amount due hereunder in connection with a SOFR Loan, (b) any failure of the Borrower to borrow or continue a SOFR Loan or convert to a SOFR Loan on a date specified therefor in a Borrowing Notice or Conversion/Continuation Notice, (c) any failure of the Borrower to prepay any SOFR Loan on a date specified therefor in any notice of prepayment under Section 2.24, (d) any payment, prepayment or conversion of any LIBO Rate SOFR Loan on a date other than on the last day of an the Interest Period applicable thereto therefor (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (de) the assignment of any LIBO Rate SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period4.7. A certificate of any such Lender setting forth any the basis for determining such amount or amounts that necessary to compensate such Lender is entitled to receive pursuant to this Section shall be delivered forwarded to the Borrower through the Administrative Agent and shall be conclusive absent conclusively presumed to be correct save for manifest error. The Borrower All of the obligations of the Loan Parties under this Section 4.4 shall pay such Lender survive the amount shown as due on resignation or replacement of the Administrative Agent or any such certificate within 10 days after receipt thereofassignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Borrowers pursuant to Section 2.8(2), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar Dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In addition to all other payment obligations hereunder, in the event of event: (a1) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on is prepaid prior to the last day of the applicable Interest Period applicable theretoPeriod, whether following a voluntary prepayment, a mandatory prepayment or otherwise, or (c2) the Borrower shall fail to borrow the Loans on the Closing Date (to the extent the Borrower has requested that the Loans or portions thereof be initially funded as a LIBO Rate Loan), or to continue or to make a conversion to a LIBO Rate Loan after the Borrower has given notice thereof as required hereunder, then the Borrower shall immediately pay to each Lender which would have funded the requested LIBO Rate Loan or holding the LIBO Rate Loans prepaid or not continued or converted, through the Administrative Agent, an additional premium sum compensating such Lender for losses, costs and expenses incurred by such Lender in connection with such prepayment or such failure to borrow, convert, continue or prepay any Loan on convert. Without limiting the date specified in any notice delivered pursuant hereto (regardless of whether foregoing, such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower compensation shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (i1) the amount of interest that such Lender which otherwise would have accrued on the principal amount of such Loan so paid, prepaid, converted or continued (or not converted, continued or borrowed) (the “Incremental Payment”) for the period from the date of such payment, conversionprepayment, conversion or continuation (or failure to convert, continue or assignment borrow) to the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to convert, continue or borrow, convert or continue, to the duration last day of the applicable Interest Period that which would have resulted from such borrowing, conversion or continuationcommenced on the date specified therefore in the relevant notice) if at the interest rate payable on such deposit were equal to the Reserve Adjusted applicable LIBO Rate provided for herein with respect to such Interest PeriodIncremental Payment, over (ii2) the amount of interest that would have accrued (as reasonably determined by such Lender), based upon the interest rate which such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be have bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar London interbank market at for Dollar deposits, on amounts comparable to the commencement of Incremental Payment and maturities comparable to such period. A certificate determination of any Lender setting forth any amount or as to the amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered to the Borrower and 2.9 shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Rate Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion of any LIBO Rate Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable under Section 1.8(2) revoked and is revoked in accordance herewithrevoked), or (d) the assignment of any LIBO Rate Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)2.21, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Eurocurrency Loan, the loss such loss, cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender which would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate would bid were it to bid, at the commencement of such Lender) period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market at the commencement of such periodmarket. 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 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 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) 2.5 and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2)2.5, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar Dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 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 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) 2.5 and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Borrowers pursuant to Section 2.8(2)2.5, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar Dollar deposits from other banks in the eurodollar market at the commencement of such period. 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 the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion of any LIBO Fixed Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, convert or continue or prepay any Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.8(2)2.20, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate LoanSuch loss, the loss cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan (but not including the Applicable Fixed Rate Margin), for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank market. A certificate of any Lender delivered to the applicable Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In addition to all other payment obligations hereunder, in the event of event: (a1) the payment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBO Rate Loan other than on is prepaid prior to the last day of the applicable Interest Period applicable theretoPeriod, whether following a voluntary prepayment or otherwise, or (c2) the Borrower shall fail to borrow the Term Loan on the Closing Date (to the extent the Borrower has requested that the Term Loan or portions thereof be initially funded as a LIBO Rate Loan), or to continue or to make a conversion to a LIBO Rate Loan after the Borrower has given notice thereof as required hereunder, then the Borrower shall immediately pay to each Lender which would have funded the requested LIBO Rate Loan or holding the LIBO Rate Loans prepaid or not continued or converted, through the Administrative Agent, an additional premium sum compensating such Lender for losses, costs and expenses incurred by such Lender in connection with such prepayment or such failure to borrow, convert, continue or prepay any Loan on convert. Without limiting the date specified in any notice delivered pursuant hereto (regardless of whether foregoing, such notice is permitted to be revocable under Section 1.8(2) and is revoked in accordance herewith), or (d) the assignment of any LIBO Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.8(2), then, in any such event, the Borrower compensation shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Rate Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (i1) the amount of interest that such Lender which otherwise would have accrued on the principal amount of such Loan so paid, prepaid, converted or continued (or not converted, continued or borrowed) (the “Incremental Payment”) for the period from the date of such payment, conversionprepayment, conversion or continuation (or failure to convert, continue or assignment borrow) to the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to convert, continue or borrow, convert or continue, to the duration last day of the applicable Interest Period that which would have resulted from such borrowing, conversion or continuationcommenced on the date specified therefore in the relevant notice) if at the interest rate payable on such deposit were equal to the Reserve Adjusted applicable LIBO Rate provided for herein with respect to such Interest PeriodIncremental Payment, over (ii2) the amount of interest that would have accrued (as reasonably determined by such Lender), based upon the interest rate which such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be have bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar London interbank market at for Dollar deposits, on amounts comparable to the commencement of Incremental Payment and maturities comparable to such period. A certificate determination of any Lender setting forth any amount or as to the amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered to the Borrower and 2.9 shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnification. In the event of (a) the payment of any principal of any LIBO Eurodollar Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion of any LIBO Eurodollar Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 1.8(22.08(b)(i) and is revoked in accordance herewiththerewith), or (d) the assignment of any LIBO Eurodollar Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Whirlpool pursuant to Section 2.8(2)3.06, then, in any such event, the Borrower Whirlpool shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBO Eurodollar Rate Loan, the loss such loss, cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Base Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market would bid were it to bid, at the commencement of such period, for deposits in Dollars of a comparable amount and period from other banks in the London interbank market. 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 the Borrower Whirlpool and shall be conclusive absent manifest error. The Borrower Whirlpool shall pay such Lender the amount shown as due on any such certificate within 10 30 days after receipt thereof.