Common use of Funding Losses Clause in Contracts

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days The Borrower agrees to indemnify each Lender, promptly after delivery receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the certificate described Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurocurrency Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurocurrency Loan on a day that is not the last day of an Interest Period applicable thereto, (d) any conversion of a Eurocurrency Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment of such Lender’s interests, rights and obligations under this Agreement pursuant to Section 11.3(c) or 11.12 hereof. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.6(a) by any Lender 3.3 submitted to the Borrower (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as together with a result reasonably detailed calculation and description of any action taken pursuant to Section 3.2): (a) any continuationsuch amounts, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day shall be conclusive absent manifest error. The obligations of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to this Section 9.16; including any loss or expense arising from 3.3 shall survive the liquidation or reemployment termination of funds obtained by it to maintain such Loan or from fees payable to terminate this Agreement and the deposits from which such funds were obtained but excluding loss payment of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating Loans and all other amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedhereunder.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to timetime (which demand shall be accompanied by a certificate of such demanding Lender setting forth in reasonable detail the amount demanded, each the bases therefor and the calculations in respect thereto), the Borrower to whom the subject Loan was made shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan made to the Borrower other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Fixed Period Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1610.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Fixed Period Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Fixed Period Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Fixed Period Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Company shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by such Borrower; or; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.1611.15; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but for the performance of any foreign exchange contracts, in each case, excluding loss of margin for any anticipated profits; provided that the period after which Company shall have no obligation to pay to any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay Lender any customary administrative fees charged by such Lender of the foregoing amounts incurred in connection with the foregoingsuch Lender being a Defaulting Lender. For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Eurocurrency Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result consequence of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Rate Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any continuation, conversion, payment prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of any Loan made to such Borrower other than a Base Eurodollar Rate Loan Loans on a day other than that is not the last day of the an Interest Period for such Loan with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (whether voluntary, mandatory, automatic, by reason i) the amount of accelerationinterest that would have accrued on the amount so prepaid, or otherwise); (b) any failure by such Borrower (not so borrowed, converted or continued, for a reason other than the failure period from the date of such Lender prepayment or of such failure to make a Loan) to prepay, borrow, convert or continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as a result of a request reasonably determined by such Borrower Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. A certificate as to any amounts payable pursuant to this Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers submitted to the Lenders under this Section 3.5, each Borrower by any Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing conclusive in the London interbank eurodollar market for a comparable amount absence of manifest error. This covenant shall survive the termination of this Agreement and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedthe payment of the Loans and all other amounts payable hereunder.

Funding Losses. Within 15 days after delivery Promptly upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to Agent), but in any event within ten (10) Business Days of such demand, the Administrative Agent) from time Borrower agrees to time, reimburse each Borrower shall promptly compensate such Lender for and to hold such each Lender harmless from any loss, cost loss or expense incurred by it which such Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make any continuation, conversion, payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrower to such borrow, continue or convert a Loan after the Borrower other than has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with Section 1.7; (d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto; or (e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day other than that is not the last day of the applicable Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained but excluding loss obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of margin for the period after which any such payment or failure to convert, borrow or prepayexpense within five (5) Business Days of the date on which such expense was incurred. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.5, 10.4 and under Section 10.3(a): each Lender shall be deemed to have funded each Eurodollar LIBOR Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base Rate LIBOR used in determining the Eurodollar Rate interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan was is in fact so funded.

Funding Losses. Within 15 days after delivery Upon written demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Company shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Company or the applicable Designated Borrower; or; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment of any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currency from such Loan or Letter of Credit drawing; or (d) any assignment of a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.1611.13; including any loss (other than loss of anticipated profits), any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss or from the performance of margin for the period after which any such payment or failure to convert, borrow or prepayforeign exchange contract. The applicable Borrower Company shall also pay any reasonable and customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Company (or the applicable Designated Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Eurocurrency Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Borrower will indemnify each Syndication Party against any Funding Losses that such Syndication Party may sustain or incur as a consequence of any event (other than a default by such Syndication Party in the performance of its obligations hereunder) which results in (a) such Syndication Party receiving any amount on account of the certificate described principal of any LIBO Rate Loan or Bid Rate Loan prior to the last day of the LIBO Rate Period in effect therefor (in the Section 3.6(acase of LIBO Rate Loans) or the Bid Maturity Date therefor (in the case of Bid Rate Loans), (b) the conversion of a LIBO Rate Loan to a Base Rate Loan, or any conversion of the LIBO Rate Period with respect to any LIBO Rate Loan, in each case other than on the last day of the LIBO Rate Period in effect therefor, or (c) any LIBO Rate Loan to be made, converted or continued by any Lender such Syndication Party not being made, converted or continued after notice thereof shall have been given by Borrower. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (with on a copy to present value basis) for the Administrative Agent) from time to timeactual or imputed funding losses (including, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from without limitation, any loss, cost or expense incurred by it reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain a LIBO Rate Loan or Bid Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits). In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being prepaid) shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by facsimile or electronic mail setting forth the amount of attributable Funding Losses. The Administrative Agent shall notify Borrower orally or in writing of the following (except amount of such Funding Losses. A determination by a Syndication Party as to the extent incurred by any Lender as a result of any action taken amounts payable pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedconclusive absent manifest error.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan or any Loan bearing interest based on a the Daily Simple RFR Rate or the Daily Simple SOFR Rate on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan or any Loan bearing interest based on a the Daily Simple RFR Rate or the Daily Simple SOFR Rate on the date or in the amount notified by such any Borrower; or; (c) any assignment of a Eurodollar Term SOFR Loan or a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such any Borrower pursuant to Section 9.1611.15; or (d) any payment by the Borrowers of the principal of or interest on any Revolving Credit Loan (or interest due thereon) denominated in a different currency from the currency in which the applicable Revolving Credit Loan is denominated; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Adjusted Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar eurocurrency market for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each The Borrower shall promptly compensate such reimburse each Lender for upon demand and hold such each Lender harmless from any loss, cost loss or expense incurred by it which such Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any LIBOR Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 2.08; (d) any continuation, conversion, prepayment (including pursuant to Section 2.09) or other payment or prepayment of a LIBOR Rate Loan on a day that is not the last day of the relevant Interest Period; (e) any Loan made to such Borrower other than assignment of a Base LIBOR Rate Loan on a day other than the last day of the relevant Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.164.07; or (f) the automatic conversion under Section 2.04 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its LIBOR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.5and under Section 4.03(a), each Lender shall be deemed to have funded each Eurodollar LIBOR Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base LIBOR Rate used in determining the Eurodollar LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) ), or demand of the Administrative Agent, from time to time, each Borrower shall the Co-Obligors jointly and severally agree to promptly compensate such Lender or the Administrative Agent, as applicable, for and hold such Lender or the Administrative Agent harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any LIBO Rate Term Loan made to such Borrower other than a Base Rate Loan or Advance on a day other than the last day of the Interest Period for such Term Loan or Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for reduction of the Total Credit-Linked Deposits on a reason day other than the last day of an Interest Period therefor; (c) any failure of such Lender by the Co-Obligors to make a Loan) to prepay, borrow, continue prepay or convert borrow any Loan other than a Base Rate Term Loan on the date or in the amount notified by such Borrowerthe Co-Obligors’ Agent; or (cd) any assignment of a Eurodollar LIBO Rate Term Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Co-Obligors’ Agent pursuant to Section 9.163.07; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Term Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall Co-Obligors jointly and severally agree to also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Co-Obligors to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each Eurodollar LIBO Rate Term Loan made by it at the Eurodollar Base LIBO Rate used in determining the Eurodollar LIBO Rate for such Term Loan by a matching deposit or other borrowing in the London interbank eurodollar LIBOR market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBO Rate Term Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) (i) any continuation, conversion, payment or prepayment of any EURIBO Rate Loan made to such Borrower other than a Base Rate or Term SOFR Loan on a day other than the last day of the Interest Period for such Loan or (ii) any payment or prepayment of an RFR Loan on a day other than the Interest Payment Date (in each case, whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such any Borrower; or; (c) any assignment of (i) a Eurodollar EURIBO Rate Loan or a Term SOFR Loan on a day other than the last day of the Interest Period therefor or (ii) an RFR Loan on a day other than the Interest Payment Date, in each case, as a result of a request by such any Borrower pursuant to Section 9.1611.15; or (d) any payment by the Borrowers of the principal of or interest on any Revolving Credit Loan (or interest due thereon) denominated in a different currency from the currency in which the applicable Revolving Credit Loan is denominated; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar (i) EURIBO Rate Loan or Term SOFR Loan made by it at the Eurodollar Base Adjusted EURIBO Rate used in determining the Eurodollar Rate or Term SOFR, as applicable, for such Loan by a matching deposit or other borrowing in the London applicable interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded or (ii) RFR Loan at the applicable Daily Simple RFR, whether or not such RFR Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to timetime (which demand shall be accompanied by a certificate of the Lender setting forth in reasonable detail the amount demanded, each the bases therefor and the calculations in respect thereto), the Borrower to whom the subject Loan was made shall promptly compensate such the Lender for and hold such the Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such the Lender to make a Loan) to prepay, borrow, continue or convert any Loan made to the Borrower other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Fixed Period Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1610.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such the Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Lender under this Section 3.53.05, each the Lender shall be deemed to have funded each Fixed Period Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Fixed Period Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Fixed Period Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) ), or demand of the Administrative Agent, from time to time, each Borrower the Company shall promptly compensate such Lender or the Administrative Agent, as applicable, for and hold such Lender or the Administrative Agent harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any LIBO Rate Term Loan made to such Borrower other than a Base Rate Loan or Advance on a day other than the last day of the Interest Period for such Term Loan or Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for reduction of the Total Credit-Linked Deposits on a reason day other than the last day of an Interest Period therefor; (c) any failure of such Lender by the Company to make a Loan) to prepay, borrow, continue prepay or convert borrow any Loan other than a Base Rate Term Loan on the date or in the amount notified by such Borrowerthe Company; or (cd) any assignment of a Eurodollar LIBO Rate Term Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.163.07; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Term Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which obtained; provided, however, that such Lender shall use commercially reasonable efforts to mitigate any such payment loss, cost or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingexpense. For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each Eurodollar LIBO Rate Term Loan made by it at the Eurodollar Base LIBO Rate used in determining the Eurodollar LIBO Rate for such Term Loan by a matching deposit or other borrowing in the London interbank eurodollar LIBOR market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBO Rate Term Loan was in fact so funded.

Funding Losses. Within 15 days after delivery If the Borrower makes any payments of the certificate described in the Section 3.6(a) by principal with respect to any Lender Eurodollar Loan or any Eurodollar Loan is converted to another type of Loan (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (aArticles II, VI, VIII, or otherwise) on any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the an Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of accelerationapplicable thereto, or otherwise); (b) if the Borrower fails to borrow or prepay any failure by such Eurodollar Loans after notice has been given to any Bank in accordance with the terms hereof, the Borrower (shall reimburse each applicable Bank on demand for a reason other than the failure any resulting reasonable out of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any pocket loss or expense arising from the liquidation or reemployment of funds obtained incurred by it (or any existing Participant in the related Loan, provided that the amount collected by a Bank and its Participant shall not exceed the amount which the Bank would have been entitled to collect absent such participation), including (without limitation) any such loss incurred in obtaining, liquidating or employing deposits from third parties to fund or maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained proposed Loan, but excluding loss of margin for the period after which any such payment or conversion or failure to convert, borrow or prepay. The applicable Borrower , provided that such Bank shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers have delivered to the Lenders under this Section 3.5Borrower (with a copy to the Agent) a certificate prior to requesting reimbursement setting forth in reasonable detail its calculation of the amount of such loss or expense, each Lender which certificate shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing conclusive in the London interbank eurodollar market for a comparable amount and for a comparable periodabsence of manifest error. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 2.12 TO THE CONTRARY, whether or not such Eurodollar Rate Loan was in fact so fundedTHE TERM "LOSS" SHALL NOT INCLUDE AND BORROWER SHALL NOT BE RESPONSIBLE FOR THE PAYMENT OF ANY LOST PROFITS (IN EXCESS OF THE AMOUNTS OTHERWISE PAYABLE BY BORROWER HEREUNDER AS A PART OF THE ADJUSTED EURODOLLAR RATE) OR ANY CONSEQUENTIAL, SPECULATIVE, PUNITIVE OR OTHER DAMAGES.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Each Borrower shall promptly compensate such Lender for reimburse each Bank and hold such Lender each Bank harmless from any loss, cost loss or expense incurred by it which the Bank may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make on a timely basis any continuationpayment of principal of any Offshore Rate Loan; (b) the failure of the Borrower to borrow, conversion, payment continue or convert a Committed Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment of any Committed Loan made in accordance with any notice delivered under Section 2.09; (d) the prepayment (including pursuant to such Borrower Section 2.09 or 2.10) or other than a Base payment (including after acceleration thereof) of any Offshore Rate Loan or Absolute Rate Bid Loan on a day other than that is not the last day of the relevant Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such BorrowerPeriod; or (ce) the automatic conversion under Section 2.04 of any assignment of Offshore Rate Committed Loan to a Eurodollar Base Rate Committed Loan on a day other than that is not the last day of the relevant Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which or from charges relating to any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingOffshore Currency Loans. For purposes of calculating amounts payable by the Borrowers a Borrower to the Lenders Banks under this Section 3.5and under subsection 4.03(a), each Lender Offshore Rate Committed Loan made by a Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar LIBO Rate for such Offshore Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan was is in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to timetime (which demand shall be accompanied by a certificate of such demanding Lender setting forth in reasonable detail the amount demanded, each the bases therefor and the calculations in respect thereto), the Borrower to whom the subject Loan was made shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan made to such Borrower other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Fixed Period Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.1610.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Such Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers a Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Fixed Period Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Fixed Period Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Fixed Period Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery The Borrower will indemnify each Syndication Party against any Funding Losses that such Syndication Party may sustain or incur as a consequence of any event (other than a default by such Syndication Party in the performance of its obligations hereunder) which results in (a) such Syndication Party receiving any amount on account of the certificate described principal of any LIBO Rate Loan or Bid Rate Loan prior to the last day of the LIBO Rate Period in effect therefor (in the Section 3.6(acase of LIBO Rate Loans) or the Bid Maturity Date therefor (in the case of Bid Rate Loans), (b) the conversion of a LIBO Rate Loan to a Base Rate Loan, or any conversion of the LIBO Rate Period with respect to any LIBO Rate Loan, in each case other than on the last day of the LIBO Rate Period in effect therefor, or (c) any LIBO Rate Loan to be made, converted or continued by any Lender such Syndication Party not being made, converted or continued after notice thereof shall have been given by the Borrower. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (with on a copy to present value basis) for the Administrative Agent) from time to timeactual or imputed funding losses (including, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from without limitation, any loss, cost or expense incurred by it reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain a LIBO Rate Loan or Bid Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits). In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being prepaid) shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by facsimile or electronic mail setting forth the amount of attributable Funding Losses. The Administrative Agent shall notify Borrower orally or in writing of the following (except amount of such Funding Losses. A determination by a Syndication Party as to the extent incurred by any Lender as a result of any action taken amounts payable pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedconclusive absent manifest error.

Funding Losses. Within 15 days The Borrowers agree to indemnify each Lender, promptly after delivery receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the certificate described same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan to a Base Rate Loan or an Overnight LIBOR Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment of such Lender’s interests, rights and obligations under this Agreement. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.6(a) by any Lender 3.3 submitted to Borrowing Agent (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result shall be conclusive absent manifest error. The obligations of any action taken the Borrowers pursuant to this Section 3.2): (a) any continuation, conversion, 3.3 shall survive the termination of this Agreement and the payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason Loans and all other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedhereunder.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each The Borrower shall promptly compensate such reimburse each Lender for and hold such each Lender harmless from any lossloss (other than loss of profits or the Applicable Margin), cost expense or expense incurred by it liability which the Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make on a timely basis any continuation, conversion, payment or prepayment of principal of any Loan made to such Borrower other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by such Borrower (for a reason other than the failure of such Lender the Borrower to make continue a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan on after the date Borrower has given (or in the amount notified by such Borrower; oris deemed to have given) a Conversion/Continuation Notice thereof; (c) the failure of the Borrower to make any assignment prepayment of a Eurodollar Rate Loan in accordance with any notice of prepayment given by the Borrower; (d) the prepayment (including pursuant to Section 2.06) or other payment (including after acceleration thereof) of a Eurodollar Rate Loan on a day other than that is not the last day of the relevant Interest Period; (e) a Credit Extension of any Eurodollar Rate Loan does not occur on a date specified therefor in a Loan Notice delivered by or on behalf of the Borrower, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice delivered by or on behalf of the Borrower; or (f) any conversion of any of its Eurodollar Rate Loans occurring on a date prior to the last day of an Interest Period therefor as a result of a request by such Borrower pursuant applicable to Section 9.16the Revolving Loan; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained obtained, but excluding loss of margin for the period after which any such payment administrative fee or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged other amount chargeable by such Lender in connection with for the foregoing. For purposes calculation of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedloss.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each The Borrower shall promptly compensate such reimburse each Lender for and hold such each Lender harmless from any lossloss (other than loss of profits or the Applicable Margin), cost expense or expense incurred by it liability which the Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make on a timely basis any continuation, conversion, payment or prepayment of principal of any Loan made to such Borrower other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by such Borrower (for a reason other than the failure of such Lender the Borrower to make continue a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan on after the date Borrower has given (or in the amount notified by such Borrower; oris deemed to have given) a Conversion/Continuation Notice thereof; (c) the failure of the Borrower to make any assignment prepayment of a Eurodollar Rate Loan in accordance with any notice of prepayment given by the Borrower; (d) the prepayment (including pursuant to Section 2.05) or other payment (including after acceleration thereof) of a Eurodollar Rate Loan on a day other than that is not the last day of the relevant Interest Period; (e) a Credit Extension of any Eurodollar Rate Loan does not occur on a date specified therefor in a Loan Notice, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; or (f) any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period therefor as a result of a request by such Borrower pursuant applicable to Section 9.16the Revolving Loan; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained obtained, but excluding loss of any lost margin for the period after which or profits and any such payment administrative fee or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged other amount chargeable by such Lender in connection with for the foregoing. For purposes calculation of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedloss.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by The Company agrees to reimburse each Lender for, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Company to make any continuation, conversion, required payment or prepayment of principal of any LIBOR Loan or Base Rate Loan (including payments to be made after any acceleration thereof); (b) the failure of the Company to such Borrower other than borrow, continue or convert a Loan after the Company has given (or is deemed to have given) a Borrowing Notice or a Notice of Conversion/Continuation; (c) the failure of the Company to make any prepayment after the Company has given a notice in accordance with Section 2.05; (d) the prepayment of a LIBOR Loan on a day which is not the last day of the Interest Period with respect thereto; or (e) the conversion of any LIBOR Loan to a Base Rate Loan on a day other than that is not the last day of the Interest Period for with respect thereto; such Loan amount or amounts to include an amount equal to the excess, if any, of (whether voluntarya) the amount of interest that would have accrued on the amount not paid, mandatorynot borrowed, automaticnot prepaid, by reason of accelerationprepaid, or otherwise); (b) any failure by such Borrower (converted for a reason other than the failure period from the date of such Lender failure to make a Loan) pay, failure to borrow, failure to prepay, borrowprepayment, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than conversion to the last day of then current Interest Period (or in the case of a failure to borrow, the Interest Period therefor as a result which would have commenced on the date of a request by such Borrower pursuant failure) at the interest rate applicable to Section 9.16; including any loss or expense arising from that LIBOR Loan, over (b) the liquidation or reemployment amount of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers interest that would accrue to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it on such amount at the Eurodollar Base LIBO Rate used in determining the Eurodollar Rate effect on such date by placing such amount on deposit for such Loan by a matching deposit or other borrowing comparable period with leading lenders in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedmarket.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Term Rate Loan or Tranche C Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Term Rate Loan other than a Base Rate or Tranche C Loan on the date or in the amount notified by such Borrower; or; (c) any failure by any Borrower to make payment of any Loan denominated in an Alternative Currency or Australian Dollars on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Term Rate Loan or Tranche C Loans on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.169.17; including any foreign exchange loss and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of anticipated profits or margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under The agreements in this Section 3.5, each Lender 3.5 shall be deemed to have funded each Eurodollar Rate Loan made by it at survive the Eurodollar Base Rate used in determining termination of the Eurodollar Rate for such Loan by a matching deposit or Aggregate Commitments and repayment of all other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedObligations.

Funding Losses. Within 15 days after delivery If (i) Borrower makes any payment (including a -------------- prepayment) of the certificate described in the Section 3.6(a) by principal with respect to any Lender LIBO Rate Loan (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (aany provision of this Loan Agreement or otherwise) on any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of accelerationapplicable thereto, or otherwise(ii) Borrower shall default in payment when due of the principal amount of or interest on any Note, or (iii) Borrower fails to borrow, convert to or continue any LIBO Rate Loan after notice has been given to any Lender in accordance with Section 2.12(i); , Borrower shall --------------- reimburse each Lender on demand for any resulting loss or reasonable expense incurred by it (bor by any existing or prospective participant in the related Loan), including (without limitation) any failure by loss Loan Agreement incurred in obtaining, liquidating or employing deposits from third parties; provided, that such Lender shall have delivered to Borrower (for a reason other than certificate as -------- to the failure amount of such Lender loss or expense, which certificate shall be conclusive in the absence of manifest error. Without limiting the effect of the preceding sentence, such reimbursement shall include an amount equal to make a Loanthe excess, if any, of (i) the amount of interest which otherwise would have accrued on the principal amount so paid, prepaid or not borrowed, converted or continued for the period from the date of such payment, prepayment, or failure to prepay, borrow, convert or continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than to the last day of the then current Interest Period therefor as a result for such LIBO Rate Loan (or, in the case of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convertborrow, borrow convert or prepay. The continue, the Interest Period for such LIBO Rate Loan which would have commenced on the date specified for such borrowing, conversion or continuation) at the applicable Borrower shall also pay any customary administrative fees charged by rate of interest for such LIBO Rate Loan provided for herein over (ii) the interest ---- component of the amount such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to (or any corporation controlling such Lender) would have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing bid in the London interbank eurodollar market for a U.S. Dollar deposits of leading banks in amounts comparable to such principal amount and for a with maturities comparable period, whether or not to such Eurodollar Rate Loan was in fact so fundedperiod (as reasonably determined by such Lender).

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency and required to be paid by such Borrower in such Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.16; 11.14. including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss or from the performance of margin for the period after which any such payment or failure to convert, borrow or prepayforeign exchange contract. The Company or the applicable Designated Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Company (or the applicable Designated Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Eurocurrency Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded. Notwithstanding anything to the contrary contained herein, no Borrower shall be required to make any payments to any Lender pursuant to this Section 3.05 relating to any loss, cost or expense incurred by a Lender more than 180 days prior to such Lender’s request for any additional payment or compensation pursuant to this Section 3.05.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any The Borrower agrees to reimburse each Lender (with a copy and to the Administrative Agent) from time to time, hold each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost loss or expense incurred by it (but excluding lost profits) which such Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make any continuation, conversion, payment or mandatory prepayment of principal of any LIBOR Rate Loan as and when due hereunder (including payments made after any acceleration thereof); (b) the failure of the Borrower to such borrow, continue or convert a Loan after the Borrower other than has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with Section 1.7; (d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto; or (e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day other than that is not the last day of the applicable Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained but excluding loss obtained; provided, that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of margin for the period after which any such payment or failure to convert, borrow or prepayexpense within two (2) Business Days of the date on which such expense was incurred. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.5, 10.4 and under Section 10.3(a): each Lender shall be deemed to have funded each Eurodollar LIBOR Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base Rate LIBOR rate used in determining the Eurodollar Rate interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan was is in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1610.16; including (i) in the case of a conversion, payment, prepayment or failure to prepay, borrow, continue or convert (except by reason of a suspension of the availability of the Eurodollar Rate pursuant to Section 3.02 or Section 3.03 or demand for prepayment or conversion on a date other than the last day of the relevant Interest Period made by any Lender pursuant to Section 3.02), any loss of anticipated profits and (ii) in all cases, any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days The Borrower agrees to indemnify each Lender, promptly after delivery receipt of the certificate described in the Section 3.6(a) by a written request therefor, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result consequence of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any continuation, conversion, payment or prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan made to such Borrower other than a Base Rate Loan on a day other than that is not the last day of the an Interest Period for such Loan applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (whether voluntary, mandatory, automatic, by reason i) the amount of accelerationinterest that would have accrued on the amounts so prepaid, or otherwise); (b) any failure by such Borrower (not so borrowed, converted or continued, for a reason other than the failure period from the date of such Lender prepayment or of such failure to make a Loan) to prepay, borrow, convert or continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as a result of a request reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to the Borrower (with a copy to the Agent) by any Lender shall be conclusive absent manifest error. The obligations of the Borrower pursuant to this Section 9.16; including any loss or expense arising from 3.3 shall survive the liquidation or reemployment termination of funds obtained by it to maintain such Loan or from fees payable to terminate this Agreement and the deposits from which such funds were obtained but excluding loss payment of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating Loans and all other amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedhereunder.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy The Borrowers shall reimburse each Bank and to the Administrative Agent) from time to time, hold each Borrower shall promptly compensate such Lender for and hold such Lender Bank harmless from any loss, cost or expense incurred by it (other than loss of margin) which such Bank may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) any continuation, conversion, failure by any Borrower to make any payment or prepayment of principal of any Eurodollar Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such or IBOR Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwiseincluding payments made after any acceleration thereof); (b) any failure by such any Borrower (for to borrow a reason other than the failure of such Lender to make Eurodollar Committed Loan, Eurodollar Multicurrency Loan or IBOR Loan or continue a Loan) to prepay, borrow, continue Eurodollar Committed Loan or a Eurodollar Multicurrency Loan or convert any Loan other than a Base Rate Committed Loan on to a Eurodollar Committed Loan after such Borrower has given (or is deemed to have given) a Notice of Borrowing, a request for a Borrowing of Swingline Loans or a Notice of Conversion/ Continuation as the date or in the amount notified by such Borrower; orcase may be; (c) any assignment failure by any Borrower to make any prepayment of a Eurodollar Rate Committed Loan or Eurodollar Multicurrency Loan after such Borrower has given a notice in accordance with Section 2.09; (d) any payment or prepayment (including pursuant to Sections 2.09 or 2.10 or after acceleration thereof) of any Eurodollar Loan or IBOR Loan for any reason whatsoever on a day other than which is not the last day of the Interest Period therefor as a result with respect thereto; or (e) any prepayment of a request by Bid Loan before such Borrower pursuant to Section 9.16payment is due and owing; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such any Eurodollar Loan, IBOR Loan or Bid Loan hereunder or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedobtained.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) The Company shall compensate each Lender, upon written request by any such Lender (with a copy to which request shall set forth the Administrative Agent) from time to timebasis for requesting such amounts), each Borrower shall promptly compensate for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender for to Lenders of funds borrowed by it to make or carry its Adjusted Term SOFR Rate Loans and hold such Lender harmless from any loss, cost expense or expense liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender has actually incurred by it as a result (without duplication of each of the following (except any amounts to which such Lender is otherwise entitled pursuant to the extent incurred by any Lender as a result other provisions of any action taken pursuant to Section 3.2this Article 3): (a) if for any continuation, conversion, payment or prepayment of any Loan made to such Borrower reason (other than a Base default by such Lender) a Credit Extension of any Adjusted Term SOFR Rate Loan does not occur on a day other than the last day of the Interest Period for such date specified therefor in a Loan (whether voluntary, mandatory, automatic, by reason of accelerationNotice, or otherwise)a conversion to or continuation of any Adjusted Term SOFR Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; (b) if any failure prepayment or other principal payment of, or any conversion of, any of its Adjusted Term SOFR Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; (c) if any prepayment of any of its Adjusted Term SOFR Rate Loans is not made on any date specified in a notice of prepayment given by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such BorrowerCompany; or (cd) any due to an assignment of a Eurodollar an Adjusted Term SOFR Rate Loan on a day other than on the last day of the an Interest Period therefor as a result of a request by such Borrower with respect thereto pursuant to Section 9.16; 10.14. including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its Adjusted Term SOFR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained obtained, but excluding loss of margin for the period after which any such payment administrative fee or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged other amount chargeable by such Lender in connection with for the foregoingcalculation of such loss. For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 3.53.04 and under Section 3.03(a), each Lender shall be deemed to have funded each Eurodollar Adjusted Term SOFR Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base Adjusted Term SOFR Rate used in determining the Eurodollar Adjusted Term SOFR Rate for such Adjusted Term SOFR Rate Loan (but without giving effect to the proviso to the definition of “Adjusted Term SOFR Rate”) by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Adjusted Term SOFR Rate Loan was is in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each The Borrower shall promptly compensate such reimburse each Lender for and hold such each Lender harmless from any loss, cost loss or expense incurred by it which the Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make on a timely basis any continuation, conversion, payment or prepayment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan made after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation, as applicable, for such Loan; (c) the failure of the Borrower other than to make any prepayment in accordance with any notice delivered under Section 2.06; (d) the prepayment (including after acceleration thereof) of a Base Eurodollar Rate Loan on a day other than that is not the last day of the relevant Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such BorrowerPeriod; or (ce) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor therefore as a result of a request by such the Borrower pursuant to Section 9.164.07; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.54.04 and under subsection 4.03(a), each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was is in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) If the Company makes any continuation, conversion, payment or prepayment of principal with respect to any Eurodollar Loan (including payments made after any acceleration thereof) or converts any Loan made from a Eurodollar Loan to such Borrower other than a Base Reference Rate Loan on a any day other than the last day of the an Interest Period applicable thereto, the Company shall pay to each Lender, upon demand therefor by such Lender, the amount (if any) by which (i) the present value of the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period exceeds (ii) the present value of the interest which would have been recoverable by such Lender by placing such amount so received on deposit in the London interbank market for a period starting on the date on which it was so received and ending on the last day of such Interest Period. For purposes of determining present value under this Section 5.06(a), interest amounts shall be discounted at a rate equal to the sum of (A) LIBOR determined two Business Days before the date on which such principal amount is received for an amount substantially equal to the amount received and for a period commencing on the date of such receipt and ending on the last day of the relevant Interest Period, plus (B) the percentage above LIBOR payable in respect of such Eurodollar Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwisepursuant to Section 2.09(a)(ii);. (b) any failure by such Borrower (for a reason other than If the failure of such Lender to make a Loan) Company fails to prepay, borrow, convert or continue any Eurodollar Loan after a notice of prepayment, borrowing, conversion or convert continuation has been given (or is deemed to have been given) to any Loan other than a Base Rate Loan on Lender, the date or in the amount notified Company shall reimburse each Lender, upon demand therefor by such Borrower; or (c) Lender, for any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request resulting loss and expense incurred by such Borrower pursuant to Section 9.16; it, including any loss or expense arising from incurred by reason of the liquidation or reemployment of deposits or other funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged acquired by such Lender from third parties to fund any Eurodollar Loan. (c) If for any reason any Lender receives all or part of the principal amount of a Bid Loan owed to it prior to the scheduled maturity date thereof, the Company shall, on demand by such Lender, pay such Lender the amount (if any) by which (i) the present value of the additional interest which would have been payable on the amount so received had it not been received until such maturity date exceeds (ii) the present value of the interest which would have been recoverable by such Lender by placing such amount so received on deposit in connection with the foregoingLondon interbank market for a period starting on the date on which it was so received and ending on such maturity date. For purposes of calculating amounts payable by the Borrowers to the Lenders determining present value under this Section 3.55.06(c), each Lender interest amounts shall be deemed discounted at a rate equal to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining sum of (A) LIBOR determined two Business Days before the Eurodollar Rate date on which such principal amount is received for such Loan by a matching deposit or other borrowing in an amount substantially equal to the London interbank eurodollar market for a comparable amount received and for a comparable periodperiod commencing on the date of such receipt and ending on such maturity date, whether or not such plus (B) the percentage above LIBOR payable in respect of Eurodollar Rate Loan was in fact so fundedLoans constituting Tranche A Loans pursuant to Section 2.09(a)(ii).

Funding Losses. Within 15 days after delivery of In the certificate described in the Section 3.6(a) by event any Lender shall incur any actual loss or expense (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from including any loss, cost actual loss or expense incurred by it reason of the liquidation or reemployment of deposits or other funds acquired by such Lender (if any) to make or continue any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a LIBO Rate Loan or EURIBOR Rate Loan) as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of (a) any continuation, conversion, payment conversion or repayment or prepayment of the principal amount of any LIBO Rate Loan made to such Borrower other than a Base or EURIBOR Rate Loan on a day date other than the scheduled last day of the Interest Period for such Loan (applicable thereto, whether voluntary, mandatory, automatic, by reason of acceleration, pursuant to Article III or otherwise); (b) any failure by such Borrower (for a reason Loans not being made continued or converted as LIBO Rate Loans or EURIBOR Rate Loans in accordance with the Borrowing Request or other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; ornotice therefor; (c) any Loans not being continued as, or converted into, LIBO Rate Loans or EURIBOR Rate Loans in accordance with the Continuation/Conversion Notice therefor; or (d) the assignment of a Eurodollar any LIBO Rate Loan on a day or EURIBOR Rate Loan other than on the last day of the an Interest Period therefor as a result of a request by such a Borrower pursuant to Section 9.164.11; including any then, upon the written notice of such Lender to the applicable Borrower (with a copy to the Administrative Agent), such Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such actual loss or expense arising from expense. Such written notice shall, in the liquidation or reemployment absence of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convertmanifest error, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender constitute prima facie evidence thereof and shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for binding on such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedBorrower.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to timetime (which demand shall be accompanied by a certificate of such demanding Lender setting forth in reasonable detail the amount demanded, each the bases therefor and the calculations in respect thereto), the Borrower to whom the subject Loan was made shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan made to the Borrower other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1610.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London applicable offshore Dollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days Borrowers agree to indemnify each Lender, promptly after delivery receipt of the certificate described in the Section 3.6(a) by a written request therefor, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result consequence of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any continuation, conversion, payment or prepayment of any Loan made to or conversion from LIBOR Fixed Rate Loans after such Borrower other than has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day other than that is not the last day of the an Interest Period for such Loan applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (whether voluntary, mandatory, automatic, by reason i) the amount of accelerationinterest that would have accrued on the amounts so prepaid, or otherwise); (b) any failure by such Borrower (not so borrowed, converted or continued, for a reason other than the failure period from the date of such Lender prepayment or of such failure to make a Loan) to prepay, borrow, convert or continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as a result of a request reasonably determined by such Borrower pursuant Lender) that would have accrued to Section 9.16; including such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees administration fee charged by such Lender in connection with the foregoingLender. For purposes of calculating A certificate as to any amounts payable by the Borrowers pursuant to the Lenders under this Section 3.5, each 3.3 submitted to Administrative Borrower (with a copy to Agent) by any Lender shall be deemed conclusive absent manifest error. The obligations of Borrowers pursuant to have funded each Eurodollar Rate Loan made by it at this Section 3.3 shall survive the Eurodollar Base Rate used in determining termination of this Agreement and the Eurodollar Rate for such Loan by a matching deposit or payment of the Loans and all other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedamounts payable hereunder.

Funding Losses. Within 15 US Borrower and each Applicable Borrower shall, within five days after delivery of the certificate described in the Section 3.6(a) by any receipt of written notice thereof, reimburse each Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such each Lender harmless from any loss, cost loss or expense incurred which such Lender may sustain or incur as a consequence of: (a) the failure of such Applicable Borrower to make on a timely basis any payment of principal of any LIBOR Rate Loan or BA Equivalent Rate Loan; (b) the failure (including by it reason of Section 4.5) of such Applicable Borrower to borrow, continue or convert a LIBOR Rate Loan or BA Equivalent Rate Loan after such Applicable Borrower has given (or is deemed to have given) a Notice of Borrowing, Notice of Canadian Borrowing or a Notice of Conversion/Continuation (other than any such failure arising as a result of each a default by such Lender or any Applicable Agent); (c) the failure of the following (except such Applicable Borrower to the extent incurred by make any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made in accordance with any notice delivered under Section 2.7 or Section 2.3A; (d) the prepayment by such Applicable Borrower (including pursuant to such Borrower Section 2.7 or 2.8) or other than a Base payment (including after acceleration thereof) the principal of any LIBOR Rate Loan or BA Equivalent Rate Loan on a day other than that is not the last day of the relevant Interest Period for such Loan Period; or (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (be) any failure the conversion by such Applicable Borrower (for a reason other than the failure under Section 2.4 or Section 2.4A of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base LIBOR Rate Loan on the date to an ABR Loan or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar BA Equivalent Rate Loan to a Prime Rate Loan, respectively, on a day other than that is not the last day of the relevant Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16Period; including any such loss or expense arising from the liquidation or reemployment of deposits or other funds obtained by it to make, continue or maintain such Loan the applicable Loans or from fees payable to terminate the deposits from which such funds were obtained but excluding loss obtained. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of margin for the period after which any such payment or failure to convertmanifest error, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingbe conclusive and binding on each Applicable Borrower. For purposes of calculating amounts payable by the Borrowers each Applicable Borrower to the Lenders any Lender under this Section 3.5and under subsection 4.3(a), (i) each Lender shall be deemed to have funded each Eurodollar LIBOR Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base LIBOR Rate used in determining the Eurodollar Rate interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar eurocurrency market for a comparable amount and for a comparable period and in the same Applicable Currency, whether or not such LIBOR Rate Loan is in fact so funded, and (ii) each BA Equivalent Rate Loan made by a Canadian Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the BA Equivalent Rate applicable to such BA Equivalent Rate Loan by the purchase by such Canadian Lender of a bankers' acceptance in a comparable amount and for a comparable period, whether or not such Eurodollar BA Equivalent Rate Loan was is in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any The Borrowers agrees to jointly and severally reimburse each Lender (with a copy and to the Administrative Agent) from time to time, hold each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost actual loss or expense incurred by it (excluding loss of profit) which such Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrowers to make any continuation, conversion, payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers to such Borrower other than borrow, continue or convert a Loan after the Borrowers have given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers to make any prepayment after the Borrowers have given a notice in accordance with Section 1.7; (d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto; or (e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day other than that is not the last day of the applicable Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Period; (bf) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained but excluding loss obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified the Agent of margin for the period after which any such payment or failure to convert, borrow or prepayexpense within two Business Days of the date on which such expense was incurred. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, 10.4 and under Section 10.3(a): each Lender shall be deemed to have funded each Eurodollar LIBOR Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base Rate LIBOR used in determining the Eurodollar Rate interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan was is in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a(a) by any Lender (with a copy to the Administrative Agent) from time to time, each The Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (ai) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, acceleration or otherwise);; or (bii) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) including any assignment loss of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar LIBO Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBO Rate Loan was in fact so funded. (b) The amount of the loss or expense shall be determined by the Lender and notified to the Borrower (with a copy to the Administrative Agent) in the form of a certificate of such Lender stating that the calculations set forth therein are in accordance with the terms of this Agreement and setting forth in reasonable detail the basis for such calculations, such certificate being conclusive and binding for all purposes absent manifest error. The amount set forth in such certificate shall be payable by the Borrower on the 30th day following delivery of such certificate to the Borrower. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

Funding Losses. Within 15 days after delivery Upon written demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each which demand shall set forth in reasonable detail the basis for requesting such amount (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost cost, liability or expense (excluding loss of anticipated profits or margin) actually incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Benchmark Rate Loan on a day other than prior to the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.163.07; including any loss or expense arising from (excluding loss of anticipated profits or margin) actually incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for obtained. Notwithstanding the period after which foregoing, no Lender may make any such payment demand under this Section 3.05 (i) with respect to the “floor” applicable to a Benchmark Rate Loan or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender (ii) in connection with the foregoing. For purposes any prepayment of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedinterest on Term Loans.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan, Alternative Currency Term Rate Loan made to such Borrower other than a Base Rate or Term SOFR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);Loan; or (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base Rate Loan Loan) on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.04, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan, Alternative Currency Term Rate Loan and Term SOFR Loan made by it at the Eurodollar Base Eurocurrency Rate, Alternative Currency Term Rate used in determining the Eurodollar Rate Loan or Term SOFR, as applicable, for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan, Alternative Currency Term Rate Loan or Term SOFR Loan was in fact so funded. Notwithstanding the foregoing, in connection with any Incremental Term Loans, parties thereto shall endeavor to adjust Interest Periods thereon to minimize amounts payable under this Section with respect thereto.

Funding Losses. Within 15 days after delivery Upon written demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) to the Lead Borrower from time to time, each Borrower the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Eurocurrency Rate Loan of the Borrowers on a day other than prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by such Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan of the Borrowers on the date or in the amount notified by such the Lead Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; , including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss obtained; or (c) any failure by the Borrowers to make payment of margin for the period after which any such Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Approved Foreign Currency on its scheduled due date or any payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender thereof in connection with the foregoinga different currency. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for the applicable currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded; provided, that in the case of Section 3.05(a), if any such Eurocurrency Rate Loan has an Eurocurrency Rate floor, any amount owing by the Borrowers to the Lender shall be reduced by the amount of interest income accrued during the completed portion of the Interest Period at a rate equal to the Eurocurrency Rate floor over the applicable Eurocurrency Rate for such Interest Period.

Funding Losses. Within 15 days after delivery If the Borrower makes any payment of the certificate described in the Section 3.6(a) by principal with respect to any Lender Euro-Dollar Loan (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (aArticle II, VI or VIII or otherwise) on any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of accelerationapplicable thereto, or otherwiseif the Borrower fails to borrow any Euro-Dollar Loans after notice has been given by the Administrative Agent to any Bank in accordance with Section 2.4(a); (b) any failure by such , or if Borrower (for shall deliver a reason other than the failure Notice of such Lender to make Interest Rate Election specifying that a Loan) to prepay, borrow, continue or convert any Euro-Dollar Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan shall be converted on a day date other than the last day of of' the then current Interest Period therefor as a result applicable thereto, the Borrower shall reimburse each Bank within fifteen (15) days after Borrower receives certification of a request by such Borrower pursuant to Section 9.16; including any Bank of such loss or expense arising from the liquidation (which shall be delivered by each such Bank to Administrative Agent for delivery to Borrower) for any resulting loss or reemployment of funds obtained expense incurred by it to maintain such Loan (or from fees payable to terminate by an existing Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from which such funds were obtained third parties, but excluding loss of margin for the period after which any such payment or failure to convertborrow, borrow provided that such Bank shall have delivered to Administrative Agent and Administrative Agent shall have delivered to the Borrower a certification as to the amount of such loss or prepayexpense, which certification shall set forth in reasonable detail the basis for and calculation of such loss or expense and shall be conclusive in the absence of demonstrable error. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes Calculation of calculating all amounts payable by the Borrowers to the Lenders a Bank under this Section 3.5, each Lender 2.13 shall be deemed to have made as though such Bank had actually funded each Eurodollar Rate Loan made by it Euro-Dollar Loans through the purchase of deposits in the relevant market bearing interest at the Eurodollar Base Rate rate applicable to such Euro-Dollar Loans in an amount equal to the amount of the Euro-Dollar Loans and having a maturity comparable to the relevant Interest Period, provided, however, that each Bank may fund each of its Euro- Dollar Loans in any manner it sees fit and the foregoing assumption shall be used in determining the Eurodollar Rate only for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedcalculation of amounts payable under this Section 2.13.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by The Borrower agrees to compensate each Bank for any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost loss or expense incurred by it which such Bank may sustain or incur as a result consequence of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) default by the Borrower in payment when due of the principal amount of or interest on any continuationEurodollar Loan, conversion(b) default by the Borrower in making a borrowing of, payment conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (c) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (d) the making of a prepayment of any Loan made to such Borrower other than a Base Rate Loan Eurodollar Loans on a day other than which is not the last day of the an Interest Period for with respect thereto, including, without limitation, in each case, any such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it or from amounts payable by such Bank to lenders of funds obtained by it in order to make or maintain such Loan Loans. Such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin not so borrowed, converted or continued, for the period after which any from the date of such payment prepayment or of such failure to convertborrow, borrow convert or prepay. The continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable Borrower shall also pay any customary administrative fees charged rate of interest for such Loans provided for herein, excluding, the LIBOR Applicable Margin included therein, if any, over (ii) the amount of interest (as reasonably determined by such Lender Bank) which would have accrued to such Bank on such amount by placing such amount on deposit for a comparable period with leading banks in connection with the foregoinginterbank eurodollar market. For purposes This covenant shall survive the termination of calculating this Agreement and the payment of the Loans and all other amounts payable by hereunder for a period of ninety (90) days from the Borrowers to date of termination of this Agreement and the Lenders payment of the Loans and all other amounts payable hereunder. When claiming under this Section 3.52.22, each Lender the claiming Bank shall be deemed provide to have funded each Eurodollar Rate Loan made the Borrower a statement, signed by it at an officer of such Bank, explaining the Eurodollar Base Rate used in determining amount of any such loss or expense (including the Eurodollar Rate for calculation of such Loan by a matching deposit or other borrowing amount), which statement shall, in the London interbank eurodollar market for a comparable amount absence of manifest error, and for a comparable period, whether or not provided it is made in good faith be conclusive evidence of such Eurodollar Rate Loan was in fact so fundedamounts with respect to the parties hereto.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any The Borrowers agrees to jointly and severally reimburse each Lender (with a copy and to the Administrative Agent) from time to time, hold each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost actual loss or expense incurred by it (excluding loss of profit) which such Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrowers to make any continuation, conversion, payment or mandatory prepayment of principal of any LIBOR Rate Loan or LIR Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers to such Borrower other than borrow, continue or convert a Loan after the Borrowers have given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers to make any prepayment after the Borrowers have given a notice in accordance with Section 1.5(e); (d) the prepayment (including pursuant to Section 1.15) of a LIBOR Rate Loan LIR Loan on a day which is not the last day of the Interest Period with respect thereto; or (e) the conversion pursuant to Section 1.5(e) of any LIBOR Rate Loan LIR Loan to a Base Rate Loan on a day other than that is not the last day of the applicable Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Period; (bf) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its LIBOR Rate Loans or LIR Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained but excluding loss obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of margin for the period after which any such payment or failure to convert, borrow or prepayexpense within two Business Days of the date on which such expense was incurred. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.510.4 and under Section 10.3(a): each LIBOR Rate Loan or LIR Loan made by a Lender (and each related reserve, each Lender special deposit or similar requirement) shall be conclusively deemed to have been funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate LIBOR used in determining the Eurodollar Rate interest rate for such LIBOR Rate Loan or LIR Loan by a matching deposit or other borrowing in the London interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan was or LIR Loan is in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each setting forth in reasonable detail the amount payable to such Lender, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any payment or prepayment as a result of a Lender's failure to make a payment pursuant to Section 2.11(c)(ii)); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1610.15; including any loss loss, cost or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery The Borrower will indemnify the Bank upon demand against any loss or expense which the Bank may sustain or incur (including, without limitation, any loss or expense sustained or incurred in obtaining, liquidating or employing deposits or other funds acquired to effect, fund or main- tain any Eurodollar Loan) as a consequence of (i) any failure of the certificate described Borrower to borrow a Eurodollar Loan on a date specified therefor in the Section 3.6(aa notice thereof, or (ii) by any Lender payment (with a copy to the Administrative Agent) from time to timeincluding, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from without limitation, any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken payment pursuant to Section 3.2): (a) any continuation5.3 or Section 10.2), conversionprepayment, payment or prepayment conversion of any Loan made to such Borrower other than a Base Rate Eurodollar Loan on a day date other than the last day of the Interest Period for such Loan Loan. Such loss or expense shall include an amount equal to the present value of the excess, if any, as reasonably determined by the Bank, of (whether voluntarya) the amount of interest that would have accrued on the principal amount so paid, mandatory, automatic, by reason of acceleration, prepaid or otherwise); (b) any failure by such Borrower (converted or not continued or converted for a reason other than the failure period from the date of such Lender payment, prepayment or conversion or failure to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on (such date being hereinafter referred to as the date or in the amount notified by such Borrower; or (c"Breakage Date") any assignment of a Eurodollar Rate Loan on a day other than to the last day of the then current Interest Period therefor as a result for such Loan (or, in the case of a request failure to continue or convert, the Interest Period for such Loan that would have commenced on the date of such failure) at the Interbank Rate applicable to such Loan under the terms of this Agreement over (b) the amount of interest that the Bank would have earned had it invested the entire amount of funds so paid, prepaid or converted or the entire amount of funds acquired to effect, fund or maintain the Loan not continued or converted, as the case may be, in U.S. Government Treasury Securities with a maturity comparable to such Interest Period. The present value of such excess shall be calculated by discounting such excess to the Breakage Date at the interest rate expressly borne by such Borrower pursuant U.S. Government Treasury Securities or, if none, the effective interest rate on such securities. Determinations by the Bank for purposes of this Section 2.6 of the amount required to Section 9.16; including indemnify the Bank against any such loss or expense arising from shall be set forth in a certificate delivered by the liquidation or reemployment of funds obtained by it Bank to maintain such Loan or from fees payable to terminate the deposits from Borrower, which such funds were obtained but excluding loss of margin certificate shall set forth the basis for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender calculation thereof and shall be deemed to have funded each Eurodollar Rate Loan made by it at rebuttably presumptive evidence of the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedmatters set forth therein.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by Borrower agrees to reimburse each Lender for, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost sustains or expense incurred by it incurs as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of Borrower to make any continuation, conversion, required payment or prepayment of principal of any LIBOR Loan or Base Rate Loan (including payments to be made after any acceleration thereof); (b) the failure of Borrower to such borrow, continue or convert a Loan after Borrower other than has given (or is deemed to have given) a Borrowing Notice or a Conversion/Continuation Notice; (c) the failure of Borrower to make any prepayment after Borrower has given a notice in accordance with Section 2.5; (d) the prepayment of a LIBOR Loan on a day which is not the last day of the Interest Period with respect thereto; or (e) the conversion of any LIBOR Loan to a Base Rate Loan on a day other than that is not the last day of the Interest Period for with respect thereto; such Loan amount or amounts to include an amount equal to the excess, if any, of (whether voluntarya) the amount of interest that would have accrued on the amount not paid, mandatorynot borrowed, automaticnot prepaid, by reason of accelerationprepaid, or otherwise); (b) any failure by such Borrower (converted for a reason other than the failure period from the date of such Lender failure to make a Loan) pay, failure to borrow, failure to prepay, borrowprepayment, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than conversion to the last day of then current Interest Period (or in the case of a failure to borrow, the Interest Period therefor as a result which would have commenced on the date of a request by such Borrower pursuant failure) at the interest rate applicable to Section 9.16; including any loss or expense arising from that LIBOR Loan, over (b) the liquidation or reemployment amount of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers interest that would accrue to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it on such amount at the Eurodollar Base LIBO Rate used in determining the Eurodollar Rate effect on such date by placing such amount on deposit for such Loan by a matching deposit or other borrowing comparable period with leading lenders in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedmarket.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.16; 10.14. excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days Borrowers agree to indemnify each Bank, promptly after delivery receipt of the certificate described in the Section 3.6(a) by a written request therefor, and to hold each Bank harmless from, any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost loss or expense incurred by it that such Bank may sustain or incur as a result consequence of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any continuation, conversion, payment or prepayment of any Loan made to or conversion from LIBOR Loans after such Borrower other than has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of LIBOR Loans on a day that is not the last day of an Interest Period with respect thereof or (d) any conversion of LIBOR Loans to a Base Rate Loan pursuant to Section 3.4 hereof on a day other than that is not the last day of the an Interest Period for such Loan with respect thereto. Such indemnification shall be in an amount equal to the excess, if any, of (whether voluntary, mandatory, automatic, by reason i) the amount of accelerationinterest that would have accrued on the amounts so prepaid, or otherwise); (b) any failure by such Borrower (not so borrowed, converted or continued, for a reason other than the failure period from the date of such Lender prepayment or of such failure to make a Loan) to prepay, borrow, convert or continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as a result of a request reasonably determined by such Borrower pursuant Bank) that would have accrued to Section 9.16; including such Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees administration fee charged by such Lender in connection with the foregoingBank. For purposes of calculating A certificate as to any amounts payable by the Borrowers pursuant to the Lenders under this Section 3.5, each Lender 3.3 submitted to Administrative Borrower by any Bank shall be deemed conclusive absent demonstrable error. The obligations of Borrowers pursuant to have funded each Eurodollar Rate Loan made by it at this Section 3.3 shall survive the Eurodollar Base Rate used in determining termination of this Agreement and the Eurodollar Rate for such Loan by a matching deposit or payment of the Loans and all other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedamounts payable hereunder.

Funding Losses. Within 15 days after delivery Borrower will indemnify each Syndication Party against any Funding Losses that such Syndication Party may sustain or incur as a consequence of any event (other than a default by such Syndication Party in the performance of its obligations hereunder) which results in (a) such Syndication Party receiving any amount on account of the certificate described principal of any LIBO Rate Loan prior to the last day of the LIBO Rate Period in effect therefor (in the Section 3.6(acase of LIBO Rate Loans), (b) the conversion of a LIBO Rate Loan to a Base Rate Loan, or any conversion of the LIBO Rate Period with respect to any LIBO Rate Loan, in each case other than on the last day of the LIBO Rate Period in effect therefor, (c) any LIBO Rate Loan to be made, converted or continued by such Syndication Party not being made, converted or continued after notice thereof shall have been given by Borrower or (d) any Lender payment of any Quoted Rate Loans before the expiration of the applicable Quoted Rate Period and including on account of acceleration. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (with on a copy to present value basis) for the Administrative Agent) from time to timeactual or imputed funding losses (including, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from without limitation, any loss, cost or expense incurred by it reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain a LIBO Rate Loan or Quoted Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits). In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan or Quoted Rate Loan being paid shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by telecopier or electronic transmission setting forth the amount of attributable Funding Losses. The Administrative Agent shall notify Borrower orally or in writing of the following (except amount of such Funding Losses. A determination by a Syndication Party as to the extent incurred by any Lender as a result of any action taken amounts payable pursuant to this Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay4.7 shall be conclusive absent manifest error. The applicable obligations of Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender 4.7 shall be deemed to have funded each Eurodollar Rate Loan made by it at survive the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or termination of this Credit Agreement and other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedcovenants.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, The Company shall reimburse each Borrower shall promptly compensate such Lender for Bank and hold such Lender -------------- each Bank harmless from any loss, cost loss or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender not duplicative of a charge imposed and paid under Section 4.1(f)) which the Bank may sustain or -------------- incur as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Company to borrow, continue or redesignate a Loan after the Company has given (or is deemed to have given) a Request for Borrowing or a Request for Redesignation of Borrowing; or (b) any continuation, conversion, payment or prepayment (including after acceleration of any Loan made to such Borrower other than a Base Rate Loan LIBOR Borrowing) of a LIBOR Borrowing on a day other than that is not the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrowerrelevant LIBOR Period; or (c) the automatic conversion under Section 4.1(e) of any assignment of LIBOR -------------- Borrowing to a Eurodollar Reference Rate Loan Borrowing on a day other than that is not the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16relevant LIBOR Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its LIBOR Borrowings or from fees payable to terminate the deposits from which such funds were obtained but excluding obtained. Such loss or expense shall be calculated as follows: (i) principal amount of margin for the period after which any LIBOR Borrowing, times [the ----- number of days between the date of the event and the last day in the applicable LIBOR Period] divided by 360, times the applicable Interest ---------- ----- Differential; plus ---- (ii) all out-of-pocket expenses (including Attorney Costs) incurred by the Banks and reasonably attributable to such payment event; provided that no prepayment fee shall be payable (and no credit or failure to convert, borrow or prepay. The applicable Borrower -------- rebate shall also pay any customary administrative fees charged by such Lender in connection with be required) if the foregoingproduct of the foregoing formula is not positive. For purposes of calculating amounts payable by the Borrowers Company to the Lenders Banks under this Section 3.54.8 (and Section 4.1(f) above), each Lender LIBOR Borrowing (and each ----------- -------------- related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded each Eurodollar Rate Loan made by it at the Eurodollar LIBOR Base Rate used in determining the Eurodollar LIBOR Rate for such Loan LIBOR Borrowing by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, regardless of whether or not such Eurodollar Rate Loan was in fact LIBOR Borrowing is so funded.

Funding Losses. Within 15 days after delivery If the Borrower makes any payment of the certificate described in the Section 3.6(a) by principal with respect to any Lender Euro- Dollar Loan (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (aArticle II, VI or VIII or otherwise) on any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of accelerationapplicable thereto, or otherwiseif the Borrower fails to borrow any Euro-Dollar Loans after notice has been given by the Administrative Agent to any Bank in accordance with Section 2.4(a); (b) any failure by such , or if Borrower (for shall deliver a reason other than the failure Notice of such Lender to make Interest Rate Election specifying that a Loan) to prepay, borrow, continue or convert any Euro-Dollar Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan shall be converted on a day date other than the last day of of' the then current Interest Period therefor as a result applicable thereto, the Borrower shall reimburse each Bank within fifteen (15) days after Borrower receives certification of a request by such Borrower pursuant to Section 9.16; including any Bank of such loss or expense arising from the liquidation (which shall be delivered by each such Bank to Administrative Agent for delivery to Borrower) for any resulting loss or reemployment of funds obtained expense incurred by it to maintain such Loan (or from fees payable to terminate by an existing Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from which such funds were obtained third parties, but excluding loss of margin for the period after which any such payment or failure to convertborrow, borrow provided that such Bank shall have delivered to Administrative Agent and Administrative Agent shall have delivered to the Borrower a certification as to the amount of such loss or prepayexpense, which certification shall set forth in reasonable detail the basis for and calculation of such loss or expense and shall be conclusive in the absence of demonstrable error. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes Calculation of calculating all amounts payable by the Borrowers to the Lenders a Bank under this Section 3.5, each Lender 2.13 shall be deemed to have made as though such Bank had actually funded each Eurodollar Rate Loan made by it Euro-Dollar Loans through the purchase of deposits in the relevant market bearing interest at the Eurodollar Base Rate rate applicable to such Euro-Dollar Loans in an amount equal to the amount of the Euro-Dollar Loans and having a maturity comparable to the relevant Interest Period, provided, however, that each Bank may fund each of its Euro-Dollar Loans in any manner it sees fit and the foregoing assumption shall be used in determining the Eurodollar Rate only for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedcalculation of amounts payable under this Section 2.13.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Company shall promptly compensate (or cause the applicable Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense (excluding the loss of the Applicable Margin) incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Company or the applicable Borrower; or; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.1611.16; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower Company shall also pay (or shall cause the applicable Borrower to pay) any reasonable customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Eurocurrency Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London applicable offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency and required to be paid by such Borrower in such Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.16; 11.14. including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss or from the performance of margin for the period after which any such payment or failure to convert, borrow or prepayforeign exchange contract. The Company or the applicable Designated Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Company (or the applicable Designated Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Eurocurrency Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded.. Notwithstanding anything to the contrary contained herein, no Borrower shall be required to make any payments to any Lender pursuant to this Section 3.05 relating to any loss, cost or expense incurred by a Lender more than 180 days prior to such Lender’s request for any additional payment or compensation pursuant to this Section 3.05. #89182136v12

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each setting forth in reasonable detail the amount payable to such Lender, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Revolving Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Revolving Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1610.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Revolving Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Revolving Loan by a matching deposit or other borrowing Revolving Borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery In the event any Lender shall reasonably incur any loss or expense (including any loss or expense incurred by reason of the certificate described liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Revolving Loan as, or to convert any portion of the principal amount of any Revolving Loan into, a LIBO Rate Loan, or any loss attributable to any prepayment in excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount so prepaid from the date of such payment to the last day of the then-current Interest Period 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 for such period on an amount equal to such payment if such Lender were to invest such 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) as a result of (a) any conversion or repayment or prepayment of the principal amount of any LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 3.6(a3.2 or otherwise, or (b) any Revolving Loans not being made or continued as, or converted into, LIBO Rate Loans as a result of a withdrawn or revoked Borrowing Request or Continuation/Conversion Notice or for any other reason (other than a default by any such Lender or the Administrative Agent), then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent) from time ), the Borrower shall, promptly after its receipt thereof and prior to timethe expiration of the applicable Interest Period, each Borrower shall promptly pay to the Administrative Agent for the account of such Lender such amounts required to compensate such Lender for and hold any additional losses, costs or expenses that such Lender harmless from may reasonably incur as a result of such payment, failure to convert or failure to continue, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of deposits or other funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged acquired by such Lender to fund or maintain such LIBO Rate Loan. Such written notice (which shall set forth in connection reasonable detail the basis for requesting such amount and include calculations in reasonable detail in support thereof) shall, in the absence of clearly demonstrable error, be conclusive and binding on the Borrower. “Reserve Adjusted LIBO Rate” shall mean the rate per annum calculated as of the first day of such Interest Period in accordance with the foregoingfollowing formula: LIBO Rate over (1-LIBO Reserve Percentage). For purposes of calculating amounts payable by “LIBO Reserve Percentage” shall mean with respect to an Interest Period, the Borrowers to the Lenders maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments) which is actually imposed on a Lender under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedRegulation D on eurocurrency liabilities.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to timetime (which demand shall be accompanied by a certificate of such demanding Lender setting forth in reasonable detail the amount demanded, each the bases therefor and the calculations in respect thereto), the Borrower to whom the subject Loan was made shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan made to such Borrower other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such a Borrower pursuant to Section 9.16SECTION 10.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Such Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers a Borrower to the Lenders under this Section 3.5SECTION 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London applicable offshore Dollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to timetime (which demand shall be accompanied by a certificate of such demanding Lender setting forth in reasonable detail the amount demanded, each the bases therefor and the calculations in respect thereto), the Borrower to whom the subject Loan was made shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan made to the Borrower other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Fixed Period Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1610.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Fixed Period Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Fixed Period Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London applicable offshore Dollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Fixed Period Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days The Borrower agrees to indemnify each Lender, promptly after delivery receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the certificate described Borrower in making a borrowing of, conversion into or continuation of SOFR Loans or Alternate Currency Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from SOFR Loans or Alternate Currency Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a SOFR Loan or Alternate Currency Loan on a day that is not the last day of an Interest Period applicable thereto, (d) any conversion of a Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment of such Xxxxxx’s interests, rights and obligations under this Agreement pursuant to Section 11.3(c) or 11.10 hereof. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.6(a) by any Lender 3.3 submitted to the Borrower (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day shall be conclusive absent manifest error. The obligations of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to this Section 9.16; including any loss or expense arising from 3.3 shall survive the liquidation or reemployment termination of funds obtained by it to maintain such Loan or from fees payable to terminate this Agreement and the deposits from which such funds were obtained but excluding loss payment of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating Loans and all other amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedhereunder.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.16; 11.14. including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payments to any Lender pursuant to this Section 3.05 relating to any loss, cost or expense incurred by a Lender more than 180 days prior to such Lender’s request for any additional payment or compensation pursuant to this Section 3.05.

Funding Losses. Within 15 days after delivery Promptly following written demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each which demand shall set forth in reasonable detail (provided that the Lender need not be required to disclose any price sensitive or confidential information or to the extent prohibited by law or regulation) the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding loss of anticipated profits and calculated without giving effect to any interest rate floor) actually incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Eurocurrency Rate Loan or EURIBOR Loan of the Borrower on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);Loan; or (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan or EURIBOR Loan of the Borrower on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan or EURIBOR Loan, as the case may be, made by it at the Eurodollar Base Eurocurrency Rate used in determining the Eurodollar Rate or EURIBOR, as applicable, for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market or European interbank market, as applicable, for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan or EURIBOR Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) to the Company from time to time, each Borrower which demand shall be accompanied by a statement setting forth the basis for the amount being claimed, the Company shall promptly compensate (or cause the applicable Designated Borrower to promptly compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by such the Company (or applicable Designated Borrower; or); (c) any failure by any Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.1611.16; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of margin for anticipated profits) or from the period after which performance of any such payment or failure to convert, borrow or prepayforeign exchange contracts. The applicable Borrower Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Company (or the applicable Designated Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Base Rate Eurocurrency Rate, as applicable, used in determining the Eurodollar Rate Eurocurrency Rate, as applicable, for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar eurocurrency market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) Each Borrower agrees that it will, from time to time, compensate each Borrower shall promptly compensate such Lender for and hold such each Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any such Lender as a result of any action taken pursuant to Section 3.2):of: (ai) any continuation, conversion, payment or prepayment of any Yen LIBOR Loan made of such Lender to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Yen LIBOR Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Yen LIBOR Loan other than a Base Rate Loan of (or to be made by) such Lender to such Borrower on the date or in the amount notified by such Borrower; or (ciii) any assignment of a Eurodollar Rate Yen LIBOR Loan of such Lender to such Borrower on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower Prologis pursuant to Section 9.169.5(d); including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan Loans or from fees payable to terminate the deposits from which such funds were obtained (but in each case excluding any loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoinganticipated profits). For purposes of calculating amounts payable by the Borrowers a Borrower to the Lenders a Lender under this Section 3.52.11, (A) each Lender shall be deemed to have funded each Eurodollar Rate Yen LIBOR Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Yen LIBOR Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Yen LIBOR Loan was in fact so funded; and (B) the losses and expenses of any Lender resulting from any event described in clause (i) above, any failure by such Borrower to borrow or continue a Loan as contemplated by clause (ii) above or any assignment pursuant to clause (iii) above shall not exceed the excess, if any, of (x) the amount of interest that would have accrued on the principal amount of the applicable Loan had such event not occurred, at the Yen LIBOR applicable (or that would have been applicable) to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the applicable eurocurrency market. Any Lender requesting compensation pursuant to this Section 2.11 shall deliver to the applicable Borrower (with copies to Prologis and Administrative Agent) a certificate setting forth in reasonable detail a calculation of the amount demanded and any such certificate shall be conclusive absent demonstrable error. The applicable Borrower shall pay the applicable Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

Funding Losses. Within 15 days Core Molding (and Core Mexico, with respect to the Mexican Loan) agree to indemnify each Lender, promptly after delivery receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the certificate described same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan to a Base Rate Loan or a Daily LIBOR Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest (with no additional premium or penalty thereon) that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.6(a) by any Lender 3.3 submitted to Administrative Borrower, together with a reasonably detailed calculation and description of such amounts (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result shall be rebuttably presumptive evidence of any action taken the amount so payable. The obligations of Borrowers pursuant to this Section 3.2): (a) any continuation, conversion, 3.3 shall survive the termination of this Agreement and the payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason Loans and all other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedhereunder.

Funding Losses. Within 15 days US Borrower (and the appropriate Foreign Borrower) agrees to indemnify each Lender, promptly after delivery receipt of the certificate described in the Section 3.6(a) by a written request therefor, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result consequence of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any continuation, conversion, payment or prepayment of any Loan made to or conversion from LIBOR Fixed Rate Loans after such Borrower other than has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a day that is not the last day of an Interest Period applicable thereto, (d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day other than that is not the last day of the an Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of accelerationapplicable thereto, or otherwise); (be) any failure by such Borrower (for a reason other than the failure compulsory assignment of such Lender Lender’s interests, rights and obligations under this Agreement pursuant to make a LoanSection 11.3(c) hereof. Such indemnification shall be in an amount equal to prepaythe excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as a result of a request reasonably determined by such Borrower pursuant Lender) that would have accrued to Section 9.16; including such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees administration fee charged by such Lender in connection with the foregoingLender. For purposes of calculating A certificate as to any amounts payable by the Borrowers pursuant to the Lenders under this Section 3.5, each 3.3 submitted to Administrative Borrower (with a copy to Agent) by any Lender shall be deemed conclusive absent manifest error. The obligations of Borrowers pursuant to have funded each Eurodollar Rate Loan made by it at this Section 3.3 shall survive the Eurodollar Base Rate used in determining termination of this Agreement and the Eurodollar Rate for such Loan by a matching deposit or payment of the Loans and all other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedamounts payable hereunder.

Funding Losses. Within 15 days The Borrower shall indemnify each Lender against any loss or expense (but excluding in any event loss of anticipated profit) which such Lender may sustain or incur as a consequence of (i) any failure by any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, (ii) any failure by the Borrower to borrow or to convert or continue any Loan hereunder after delivery irrevocable notice of such Borrowing, conversion or continuation has been given pursuant to Section 2.02 or 2.07, (iii) any payment, prepayment or conversion of a Eurodollar Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the certificate described Interest Period applicable thereto, (iv) any default in payment or prepayment of the Section 3.6(aprincipal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) by or (v) the assignment of any Lender (with a copy to Eurodollar Loan other than on the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it last day of the Interest Period applicable thereto as a result of each of a request by the following (except to the extent incurred by any Lender as a result of any action taken Borrower pursuant to Section 3.2): 2.10(e), including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (ai) any continuationits cost of obtaining the funds for the Loan being paid, prepaid, converted, not borrowed or assigned (based on the applicable London Interbank Offered Rate), for the period from the date of such payment, prepayment, conversion, payment failure to borrow, convert or prepayment of any Loan made continue to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntaryor, mandatory, automatic, by reason in the case of acceleration, or otherwise); (b) any a failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any the Interest Period for such Loan other than a Base Rate Loan which would have commenced on the date of such failure to borrow, convert or in continue) or assignment over (ii) the amount notified of interest (as reasonably determined by such Borrower; or (cLender) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged that would be realized by such Lender in connection with reemploying the foregoingfunds so paid, prepaid, converted, not borrowed, converted or continued for such period or Interest Period or assignment, as the case may be. For purposes A certificate of calculating any Lender setting forth any amount or amounts payable by the Borrowers which such Lender is entitled to receive pursuant to this Section 3.05 shall be delivered to the Lenders under this Section 3.5, each Lender Borrower and shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedconclusive absent manifest error.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, actual cost or expense (other than lost profits) incurred by it in connection with the Borrower’s Loans as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.162.16(b) or Section 10.15; -63- including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss as well as foreign exchange losses, based on customary funding and foreign exchange hedging arrangements. Notwithstanding the foregoing, the Borrower shall not have any obligation to pay any Lender any amount arising under subsection (a) to the extent that such amount exceeds the amount, if any, by which (i) the present value of margin for the period after additional interest which any would have been payable to such Lender if the applicable Loan had not been prematurely continued, converted, paid or prepaid exceeds (ii) the present value of the interest which would have been receivable by such Lender as a result of placing the amount so received by such Lender as a consequence of the continuation, conversion, payment or failure prepayment of such Loan on deposit in the applicable offshore Dollar interbank market for a term equal to convertthe number of days remaining in the Interest Period related to such Loan. For purposes of calculating the present value of any interest payments referred in the immediately preceding sentence, borrow such interest payments shall be discounted at a rate equal to the sum of (x) the Eurocurrency Rate in effect on the date two Business Days prior to the date the Borrower continues, converts, pays or prepayprepays any Loan in the manner described in subsection (a), and (y) the Applicable Rate for Eurocurrency Rate Loans. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. The foregoing indemnity shall not apply to any special, incidental or consequential damages. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London applicable offshore Dollar (or other Agreed Currency, as applicable) interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a(a) by any Lender (with a copy to the Administrative Agent) The Borrower agrees that it will, from time to time, compensate each Borrower shall promptly compensate such Lender for and hold such each Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any such Lender as a result of any action taken pursuant to Section 3.2):of: (ai) any continuation, conversion, payment or prepayment of any Yen LIBOR Loan made of such Lender to such the Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Yen LIBOR Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue prepay or convert borrow any Yen LIBOR Loan other than a Base Rate Loan of (or to be made by) such Lender to the Borrower on the date or in the amount notified by such the Borrower; or (ciii) any assignment of a Eurodollar Rate Yen LIBOR Loan of such Lender to the Borrower on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower Prologis pursuant to Section 9.169.5(e); including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan Loans or from fees payable to terminate the deposits from which such funds were obtained (but in each case excluding any loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. anticipated profits). (b) For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders a Lender under this Section 3.52.11, (A) each Lender shall be deemed to have funded each Eurodollar Rate Yen LIBOR Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Yen LIBOR Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Yen LIBOR Loan was in fact so funded; and (B) the losses and expenses of any Lender resulting from any event described in clause (a)(i) above, any failure by the Borrower to borrow a Loan as contemplated by clause (a)(ii) above or any assignment pursuant to clause (a)(iii) above shall not exceed the excess, if any, of (x) the amount of interest that would have accrued on the principal amount of the applicable Loan had such event not occurred, at the Yen LIBOR applicable (or that would have been applicable) to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, for the period that would have been the Interest Period for such Loan), over (y) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the applicable eurocurrency market. Any Lender requesting compensation pursuant to this Section 2.11 shall deliver to the Borrower (with copies to Prologis and Administrative Agent) a certificate setting forth in reasonable detail a calculation of the amount demanded and any such certificate shall be conclusive absent demonstrable error. The Borrower shall pay the applicable Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

Funding Losses. Within 15 days after delivery Upon written demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower setting forth in reasonable detail the basis for calculating such compensation, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Eurocurrency RateTerm SOFR Loan made to such Borrower other than a Base or Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower the Borrowers (for a reason other than the failure of such Lender to make a LoanLoan or pursuant to a conditional notice) to prepay, borrow, continue or convert any Eurocurrency RateTerm SOFR Loan other than a Base or Alternative Currency Term Rate Loan on the date or in the amount notified by such Borrower; orthe Borrowers; (c) any failure by the Borrowers to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment of any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currency from such Loan or Letter of Credit drawing; or (d) any mandatory assignment of a Eurodollar such Xxxxxx’s Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loan Loans pursuant to Section 3.08 on a day other than the last day of the Interest Period therefor as a result of a request by for such Borrower pursuant to Section 9.16; Loans, including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayanticipated profits). The applicable Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(aIf for any reason (other than default by a Lender) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuationBorrowing of, conversionor conversion to or continuation of, payment a Term SOFR Loan, EURIBOR Loan or prepayment a Canadian BA RateTerm XXXXX Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a Term SOFR Loan, EURIBOR Loan made to such Borrower other than or a Base Rate Canadian BA RateTerm XXXXX Loan occurs on a day other than the last day end of the its Interest Period for such Loan Period, (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); c) a Lender (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Defaulting Lender) is required to assign a Term SOFR Loan, EURIBOR Loan on or Canadian BA RateTerm XXXXX Loan prior to the date or in the amount notified by such Borrower; or (c) any assignment end of a Eurodollar Rate Loan on a day other than the last day of the its Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; 13.4, or (d) the Borrower(s) of any Borrower Group fail(s) to repay a Term SOFR Loan, EURIBOR Loan or a Canadian BA RateTerm XXXXX Loan when required hereunder, then such applicable Borrower(s) shall pay to Agent its customary administrative charge and to each Applicable Lender all losses and expenses that it sustains as a consequence thereof, including loss of anticipated profits and any loss or expense arising from the liquidation or reemployment redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such of matching funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayApplicable Margin. The Lenders shall not be required to purchase deposits in the Londonany applicable Borrower shall also pay interbank market or any customary administrative fees charged by such Lender other offshore market to fund any Term SOFR Loan or EURIBOR Loan or to transact in connection with bankers’ acceptances to make any Canadian BA Rateany Term XXXXX Loan, but the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender provisions hereof shall be deemed to have funded apply as if each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used Applicable Lender had purchased such deposits or transacted in determining the Eurodollar Rate for such Loan by a matching deposit bankers’ acceptances to fund its Term SOFR Loans, EURIBOR Loans or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable periodCanadian BA RateTerm XXXXX Loans, whether or not such Eurodollar Rate Loan was in fact so fundedas applicable.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a(a) The Borrower shall compensate each Lender, upon written request by any such Lender (with a copy which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to the Administrative Agent) from time to time, each Borrower shall promptly compensate be due and payable by such Lender for to lenders of funds borrowed by it to make or carry its LIBO Rate Loans (or, if applicable, any Loan bearing interest based on the Successor Rate) and hold such Lender harmless from any loss, cost expense or expense incurred liability sustained by it as such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain (any such amount, a result of each of the following “Breakage Amount”): (except to the extent incurred by i) if for any Lender as a result of any action taken pursuant to Section 3.2): reason (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base default by such Lender) a borrowing of any LIBO Rate Loan (or, if applicable, any Loan bearing interest based on the Successor Rate) does not occur on a date specified therefor in a Loan Request or a telephonic request for borrowing; (ii) if any prepayment or other principal payment of, or any conversion of, any of its LIBO Rate Loans (or, if applicable, any Loan bearing interest based on the Successor Rate) occurs on any day other than the last day of the an Interest Period for such applicable to that Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (iii) if any prepayment of any of its LIBO Rate Loans (or, if applicable, any Loan bearing interest based on the Successor Rate) is not made on any date specified in a notice of prepayment given by the Borrower. (b) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender, as specified in clause (a) above and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall, subject to the priorities of payment set forth in Section 3.01, pay such Lender the amount shown as due on any failure by such Borrower (for a reason other certificate no later than the failure first Settlement Date occurring after the Borrower’s receipt of such Lender certificate. Any Breakage Amounts that are not paid on such first Settlement Date shall continue to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders be owing under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used Agreement until paid in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedfull.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such the Lender for and hold such the Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by such the Borrower (for a reason other than the failure of such the Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) . including any assignment loss of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss or from the performance of margin for the period after which any such payment or failure to convert, borrow or prepayforeign exchange contract. The applicable Borrower shall also pay any customary administrative fees charged by such the Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Lender under this Section 3.53.05, each the Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Eurocurrency Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payments to the Lender pursuant to this Section 3.05 relating to any loss, cost or expense incurred by the Lender more than 180 days prior to the Lender’s request for any additional payment or compensation pursuant to this Section 3.05.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each The Borrower shall promptly pay to each Bank, within five (5) Business Days after any request therefor, such amount or amounts as such Bank determines are necessary to compensate such Lender it for and hold such Lender harmless from any loss, cost or reasonable expense (but not including loss of anticipated profits) incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuationpayment, conversion, payment prepayment or prepayment conversion of any Loan made to such Borrower other than a Base Eurodollar Rate Loan or Eurodollar Rate Drawing on a day date other than the last day of the an Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, therefor or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan or Eurodollar Rate Drawing for any reason not being made or converted, 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 Bank, 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 been received from the Borrower under this Agreement on any amounts to be reemployed during an Interest Period or its remaining portion over (ii) the interest component of the return that such Bank determines it could have obtained had it placed such amount on deposit in the interbank Dollar market selected by it for a day other period equal to such Interest Period or its remaining portion. If, pursuant to the Depositary Agreement, the Borrower is not permitted to pay any such amounts to any Bank on the date that such payment is due and payable pursuant to the first sentence of this Section 9.04, the Borrower shall pay such amounts to such Bank on the first date thereafter (but in no event later than the last day of next-scheduled Rent Payment Date) that the Interest Period therefor as a result of a request by Borrower is permitted to pay such Borrower pursuant to Section 9.16; including any loss or expense arising amounts, provided, that, in such case, all such amounts shall bear interest at the Base Rate plus 1.375% per annum from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees due date until paid in full, payable to terminate suchBank on the deposits from which date that such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedare paid.

Funding Losses. Within 15 days after delivery (a) Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (ai) any continuation, conversion, payment or prepayment of any Loan made to such Borrower (other than a Base Rate Loan or a RTFC Variable Rate Loan) on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base Rate Loan or a RTFC Variable Rate Loan) on the date or in the amount notified by such Borrowerthe Loan Party Representative; or (ciii) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.16; including 11.13. (b) In the case of any such Eurodollar Rate Loan, any such loss, cost or expense will include any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05 in respect of Eurodollar Rate Loans, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. (c) In the case of any such RTFC Fixed Rate Loan voluntarily prepaid pursuant to Section 2.05(a) or mandatorily prepaid pursuant to Section 2.05(b)(ii), (iii), (iv) or (v), such loss, cost and expense shall be deemed to be equal to the applicable RTFC Make Whole Premium.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) including any assignment loss of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Committed Loan or Optional Currency Rate Committed Loan made by it at the Eurodollar Base Rate or London Interbank Offered Rate used in determining the Eurodollar Rate or the Optional Currency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Committed Loan or Optional Currency Rate Committed Loan was in fact so funded.

Funding Losses. Within 15 days after delivery In the event any Lender shall incur any loss or expense (including any loss or expense incurred by reason of the certificate described liquidation or reemployment of deposits or other funds acquired by such Lender to make or continue any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a LIBO Rate Loan or a Competitive Bid Loan based on a LIBOR Auction) as a result of (a) any conversion or repayment or prepayment of the principal amount of any LIBO Rate Loan or Competitive Bid Loans based on LIBOR Auctions on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Article III or otherwise; (b) any Loans (i) not being made as, or (ii) being made as Loans other than as, LIBO Rate Loans or Competitive Bid Loans based on LIBOR Auctions, in each case, in accordance with the Section 3.6(aRevolving Loan Borrowing Request or Competitive Bid Loan Acceptance therefor, as the case may be; (c) by any Loans not being continued as, or converted into, LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor; or (d) any LIBO Rate Loan not being prepaid on the date specified in a notice of prepayment; then, upon the notice of such Lender to the U.S. Borrower (with a copy to the Administrative Agent), the Borrowers shall, within five days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) from time to time, each Borrower shall promptly compensate reimburse such Lender for such loss or expense. Such notice shall, in the absence of manifest error, be conclusive and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan binding on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedBorrowers.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Company shall promptly compensate (or cause the applicable Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense (excluding the loss of the Applicable Rate) incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by such the Company or the applicable Borrower; or; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.1611.16; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower Company shall also pay (or shall cause the applicable Borrower to pay) any reasonable customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Base Eurocurrency Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London applicable offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon written demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) of: -137- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 any continuation, conversion, payment or prepayment of any Eurodollar RateRFR Loan made to such Borrower other than a Base or(a) CDOR Rate Loan of the Borrowers on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) Loan; any failure by such a Borrower (for a reason other than the failure of such Lender to make a Loan) to to(b) prepay, borrow, continue or convert any Eurodollar RateRFR Loan other than a Base or CDOR Rate Loan of such Borrower on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; , including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss obtained; or any failure by a Borrower to make payment of margin for the period after which any such Loan or drawing under any Letter of Credit(c) (or interest due thereon) on its scheduled due date or any payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender thereof in connection with the foregoinga different currency. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar RateRFR Loan or CDOR Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate RateRFR or CDOR Rate, as applicable, for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for the applicable currency for a comparable amount and for a comparable period, whether or not such Eurodollar RateRFR Loan or CDOR Rate Loan was in fact so funded. Matters Applicable to All Requests for Compensation.

Funding Losses. Within 15 days after delivery of The Borrower agrees to reimburse the certificate described in Bank and to hold the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender Bank harmless from any loss, cost loss or expense incurred by it which the Bank may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make any continuation, conversion, payment or required prepayment of principal of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the with an Interest Period for such Loan in excess of 30 days (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwiseincluding payments made after any acceleration thereof); (b) any failure by such Borrower (for a reason other than the failure of such Lender the Borrower to make any prepayment permitted hereunder after giving notice thereof with respect to a LoanLoan with an Interest Period in excess of thirty (30) days; (c) the repayment of a Loan bearing interest at a rate based on Adjusted LIBOR on a day which is not the last day of an Interest Period in excess of thirty (30) days (whether at maturity, due to prepay, borrow, continue acceleration or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrowerotherwise); or (cd) the failure for any assignment reason (other than a wrongful default by the Bank) of a Eurodollar Rate Borrower to borrow any Loan on a day other than the last day of the with an Interest Period therefor as a result in excess of a request by thirty (30) days after notice has been given to the Bank in accordance with Section II A. hereof (whether or not such Borrower pursuant to Section 9.16notice is withdrawn); including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan the Loans hereunder at a rate based on Adjusted LIBOR for an Interest Period in excess of thirty (30) days or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin obtained. Solely for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Bank under this Section 3.5section, each Lender Loan bearing interest at a rate based on Adjusted LIBOR for an Interest Period in excess of thirty (30) days (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in dollars in the London interbank eurodollar market for a comparable amount and for a comparable periodthe respective Interest Period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Company shall promptly compensate (or cause the applicable Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or reasonable expense actually incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower EurocurrencyLoan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan EurocurrencyLoan other than a Base Rate Loan on the date or in the amount notified by such the Company or the applicable Borrower; or; (c) any assignment of a Eurodollar EurocurrencyLIBOR Rate Loan or an Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower the Company pursuant to Section 9.1611.14; or (d) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss or from the performance of margin for the period after which any such payment or failure to convert, borrow or prepayforeign exchange contract. The applicable Borrower Company shall also pay (or cause the applicable Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Company (or the applicable Borrower) to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar EurocurrencyLIBOR Rate Loan or Alternative Currency Term Rate Loan made by it at the Eurodollar Base Eurocurrency Rate used in determining the Eurodollar EurocurrencyLIBOR Rate or Alternative Currency Term Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar EurocurrencyLIBOR Rate Loan or Alternative Currency Term Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); provided, however, that any such loss or expense shall not include lost profit due solely to a failure to receive the Applicable Margin relating to any such Loan for the portion of the applicable Interest Period remaining after the date of such prepayment; (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1610.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London applicable offshore Dollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Eurodollar Rate Loan on a day other than the last day of the an Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, acceleration or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than into a Base Eurodollar Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.1611.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it such Lender to maintain such Loan or from fees payable to terminate the deposits any deposit from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it such Lender at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery (a) Upon demand of the certificate described in the Section 3.6(a) by any Senior Lender (with a copy to the Senior Administrative Agent) from time to time, each Borrower the Borrowers shall promptly compensate such Senior Lender for and hold such Senior Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (ai) any continuation, conversion, payment or prepayment of any Senior Loan made to such Borrower (other than a Base Rate Loan or a RTFC Variable Rate Loan) on a day other than the last day of the Interest Period for such Senior Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by such Borrower the Borrowers (for a reason other than the failure of such Senior Lender to make a Senior Loan) to prepay, borrow, continue or convert any Senior Loan (other than a Base Rate Loan or a RTFC Variable Rate Loan) on the date or in the amount notified by such Borrowerthe Loan Party Representative; or (ciii) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor therefore as a result of a request by such Borrower Holdings pursuant to Section 9.16; including 11.13. (b) In the case of any such Eurodollar Rate Loan, any such loss, cost or expense will include any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Senior Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower Borrowers shall also pay any customary administrative fees charged by such Senior Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Senior Lenders under this Section 3.53.05 in respect of Eurodollar Rate Loans, each Senior Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Senior Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. (c) In the case of any such RTFC Fixed Rate Loan voluntarily prepaid pursuant to Section 2.05(a) or mandatorily prepaid pursuant to Section 2.05(b)(ii), (iii), (iv), (v) or (vi), such loss, cost and expense shall be deemed to be equal to the applicable RTFC Make Whole Premium.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to through the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (ai) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate the Loan on a day other than the last day of the any Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);Period; or (bii) any failure by such the Borrower (for a reason other than the failure of such Lender to make a the Loan) to prepay, borrow, borrow or continue or convert any Loan other than a Base Rate the Loan on the date or in the amount notified by such the Borrower; or (c) excluding any assignment loss of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such the Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.51.13, each Lender shall be deemed to have funded each Eurodollar Rate the Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan LIBOR by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate the Loan was in fact so funded. Failure on the part of any Lender to demand compensation for any funding losses, increased costs or reduction in amounts received or receivable or reduction in return on capital under this Section 1.13 or Section 1.12 above with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period, provided, that the Borrower shall not be required to compensate a Lender pursuant to the aforementioned provisions for any funding losses, increased costs or reductions incurred more than two hundred seventy (270) days prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor.

Funding Losses. Within 15 days after delivery The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts in reasonable detail and which request shall, absent manifest error, be final, conclusive and binding upon all of the certificate described in the Section 3.6(a) parties hereto), for all losses, expenses and liabilities (including, without limitation, any interest paid by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred to lenders of funds borrowed by it as a result of each of the following (except to make or carry its Eurodollar Rate Loans to the extent incurred not recovered by such Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Person to which the Lender has participated all or a portion of such Borrowing) and any loss sustained by such Lender as in connection with the good faith liquidation or good faith re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to in such Borrower other Lender receiving less than a Base it would have received had such Eurodollar Rate Loan on a day other than remained outstanding until the last day of the Interest Period applicable to such Eurodollar Rate Loans) which the Lender may sustain as a result of: (i) for such Loan any reason (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified default by such BorrowerLender or the Agent) a Borrowing of, or conversion from or into or continuation of, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn); or (cii) any assignment payment, prepayment or conversion or continuation of a any of its Eurodollar Rate Loan Loans occurring for any reason whatsoever on a day other than date which is not the last day of the an Interest Period therefor as applicable thereto; (iii) any repayment of any of its Eurodollar Rate Loans not being made on the date specified in a result notice of a request payment given by such the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurodollar Rate Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 9.16; including any loss or expense arising from SECTION 2.14. A written notice as to additional amounts owed such Lender under this SECTION 2.16 and delivered to the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate Borrower and the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged Agent by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5shall, each Lender shall absent manifest error, be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate final, conclusive and binding for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedall purposes.

Funding Losses. Within 15 days after delivery of the certificate described The Borrower shall, subject to and in the Section 3.6(aaccordance with subsection (d) by any Lender (with a copy to the Administrative Agent) from time to timebelow, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate LIBOR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment failure by Borrower to make payment of any drawing under any Letter of Credit denominated in an Alternative Currency on its scheduled due date or any payment thereof in a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16different currency; including any foreign exchange losses and any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convertobtained, borrow or prepayas determined by Administrative Agent in its sole discretion. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate LIBOR Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate LIBOR Loan was in fact so funded. (d) The amount of the loss or expense shall be determined by the Lender and notified to the Borrower (with a copy to the Administrative Agent) in the form of a certificate of such Lender stating that the calculations set forth therein are in accordance with the terms of this Agreement and setting forth in reasonable detail the basis for such calculations, such certificate being conclusive and binding for all purposes absent manifest error. The amount set forth in such certificate shall be payable by the Borrower on the 30th day following delivery of such certificate to the Borrower. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (but excluding, for the avoidance of doubt, any lost profits) actually incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base an ABR Loan or an Alternative Currency Daily Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base an ABR Loan or an Alternative Currency Daily Rate Loan Loan) on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding obtained; (c) any assignment of a Term SOFR Loan or an Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.16(b); or (d) any failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled date or any payment thereof in a different currency; in each case, including any loss of margin for anticipated profits and any loss or expense arising from the period after liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which any such payment or failure to convert, borrow or prepayfunds were obtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.52.13, each Lender shall be deemed to have funded each Eurodollar Alternative Currency Term Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Alternative Currency Term Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurodollar Alternative Currency Term Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) (i) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate RateEurocurrency Loan on a day other than the last day of the Interest Period for such Loan or (ii) any payment or prepayment of an RFR Loan on a day other than the Interest Payment Date (in each case, whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such any Borrower; or; (c) any assignment of (i) a Eurodollar Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor or (ii) an RFR Loan on a day other than the Interest Payment Date, in each case, as a result of a request by such any Borrower pursuant to Section 9.1611.15; or (d) any payment by the Borrowers of the principal of or interest on any Revolving Credit Loan (or interest due thereon) denominated in a different currency from the currency in which the applicable Revolving Credit Loan is denominated; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar (i) Eurocurrency Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Adjusted Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar eurocurrency market for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded. or (ii) RFR Loan at the applicable Daily Simple RFR, whether or not such RFR Loan was in fact so funded.

Funding Losses. Within 15 days after delivery The Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts in reasonable detail and which request shall, absent manifest error, be final, conclusive and binding upon all of the certificate described in the Section 3.6(a) parties hereto), for all losses, expenses and liabilities (including, without limitation, any interest paid by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred to lenders of funds borrowed by it as a result of each of the following (except to make or carry its Eurodollar Rate Loans to the extent incurred not recovered by such Lender in connection with the liquidation or re employment of such funds and including the compensation payable by such Lender to a Person to which the Lender has participated all or a portion of such Borrowing) and any loss sustained by such Lender as in connection with the good faith liquidation or good faith re employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to in such Borrower other Lender receiving less than a Base it would have received had such Eurodollar Rate Loan on a day other than remained outstanding until the last day of the Interest Period applicable to such Eurodollar Rate Loans) which the Lender may sustain as a result of: (i) for such Loan any reason (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified default by such BorrowerLender or the Agent) a Borrowing of, or conversion from or into or continuation of, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn); or (cii) any assignment payment, prepayment or conversion or continuation of a any of its Eurodollar Rate Loan Loans occurring for any reason whatsoever on a day other than date which is not the last day of the an Interest Period therefor as applicable thereto; (iii) any repayment of any of its Eurodollar Rate Loans not being made on the date specified in a result notice of a request payment given by such the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurodollar Rate Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to Section 9.16; including any loss or expense arising from 2.14. A written notice as to additional amounts owed such Lender under this Section 2.16 and delivered to the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate Borrower and the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged Agent by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.5shall, each Lender shall absent manifest error, be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate final, conclusive and binding for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedall purposes.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each The Borrower shall promptly compensate such reimburse each Lender for and hold such each Lender harmless from any loss, cost loss or expense incurred by it that such Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make on a timely basis any continuation, conversion, payment or prepayment of principal of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)LIBOR Loan; (b) any the failure by such of the Borrower (for a any reason other than the failure of such Lender to make a LoanLoan if such failure results in such Lender being a Defaulting Lender under Section 12.15(c)) to prepay, borrow, continue or convert any a Loan other than after the Borrower has given (or is deemed to have given) a Base Rate Loan on the date Notice of Borrowing or in the amount notified by such Borrowera Notice of Continuation/Conversion; or (c) the prepayment or other payment (including after acceleration thereof) of any assignment of a Eurodollar Rate Loan LIBOR Loans on a day other than that is not the last day of the relevant Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16Period; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its LIBOR Loans or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower shall also pay any customary administrative fees charged by such any Lender in connection with the foregoing. For the purposes of calculating amounts the amount, if any, payable by the Borrowers Borrower to the Lenders under this Section 3.54.4, each Lender shall be deemed to have funded each Eurodollar Rate LIBOR Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar LIBOR Rate for such a Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate LIBOR Loan was in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) including any assignment loss of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss obtained. Such compensation shall not exceed an amount equal to the excess, if any, of margin (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period after which any from the date of such payment prepayment or of such failure to convertborrow, borrow convert or prepaycontinue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery (a) In the event any Lender shall incur any loss or expense by reason of the certificate described liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as a Floating Rate Loan as a result of: (i) any conversion or repayment or prepayment of the principal amount of any Loans on a date other than the scheduled last day of an Interest Period, whether pursuant to Section 3.1, Section 3.7 or otherwise; or (ii) any Loans not being made in accordance with the Section 3.6(a) by Borrowing Request therefor due to the fault of the Borrower or as a result of any of the conditions precedent set forth in Article V not being satisfied, then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent) from time ), the Borrower shall, within five Business Days of its receipt thereof, pay directly to time, each Borrower shall promptly compensate such Lender such amount as will reimburse such Lender for and hold such loss or expense. Such written notice shall include calculations in reasonable detail setting forth the loss or expense to such Lender. (b) In the event any Lender shall incur any Breakage Costs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender harmless from to make, continue or maintain any loss, cost or expense incurred by it portion of the principal amount of any Loan as a Fixed Rate Loan as a result of each of: (i) any conversion or repayment or prepayment of the following principal amount of any Loans on a date other than a scheduled repayment date as set forth in Schedule II hereto, whether pursuant to Section 3.1, Section 3.7 or otherwise; (except ii) any reduction of the Tranche A Commitment Amount pursuant to Section 2.2.1; (iii) the Tranche A Loans not being made on or prior to February 15, 2010 (or such later date as may be necessary due to ice conditions for the Borrower to take delivery of the Vessel, but no later than April 15, 2010); or (iv) any Loans not being made in accordance with the Borrowing Request therefore due to the extent incurred by any Lender fault of the Borrower or as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntaryconditions precedent set forth in Article V not being satisfied, mandatorythen, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than upon the failure written notice of such Lender to make the Borrower (with a Loan) copy to prepaythe Administrative Agent), borrowthe Borrower shall, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment within five Business Days of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant its receipt thereof, pay directly to Section 9.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender such Breakage Costs. Such written notice shall include calculations in connection with reasonable detail setting forth the foregoing. For purposes of calculating amounts payable by the Borrowers Breakage Costs to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedLender.

Funding Losses. Within 15 days after delivery Upon written demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the applicable Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Eurocurrency Rate Loan of the applicable Borrower on a day other than prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by such the applicable Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan of such Borrower on the date or in the amount notified by such the applicable Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.16; , including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for obtained; or (c) any failure by the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay to make payment of any customary administrative fees charged by such Lender Loan or drawing under any Letter of Credit (or interest due thereon) denominated in connection with the foregoingan Approved Foreign Currency on its scheduled due date or any payment thereof in a different currency. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Eurocurrency Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London offshore interbank eurodollar market for the applicable currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Rate Loan was in fact so funded; provided, that in the case of Section 3.05(a), if any such Eurocurrency Rate Loan has an Eurocurrency Rate floor, any amount owing by the applicable Borrower to the Lender shall be reduced by the amount of interest income accrued during the completed portion of the Interest Period at a rate equal to the Eurocurrency Rate floor over the applicable Eurocurrency Rate for such Interest Period.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each The Borrower shall promptly compensate such reimburse each Lender for upon demand and hold such each Lender harmless from any loss, cost loss or expense incurred by it which such Lender may sustain or incur as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any LIBOR Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 2.08; (d) any continuation, conversion, prepayment (including pursuant to Section 2.09) or other payment or prepayment of an LIBOR Rate Loan on a day that is not the last day of the relevant Interest Period; (e) any Loan made to such Borrower other than assignment of a Base LIBOR Rate Loan on a day other than the last day of the relevant Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such the Borrower pursuant to Section 9.164.07; or (f) the automatic conversion under Section 2.04 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its LIBOR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingobtained. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.5and under Section 4.03(a), each Lender shall be deemed to have funded each Eurodollar LIBOR Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base LIBOR Rate used in determining the Eurodollar LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery (a) Upon demand of the certificate described in the Section 3.6(a) by any Second Lien Lender (with a copy to the Second Lien Administrative Agent) from time to time, each Borrower the Borrowers shall promptly compensate such Second Lien Lender for and hold such Second Lien Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (ai) any continuation, conversion, payment or prepayment of any Second Lien Loan made to such Borrower (other than a Base Rate Loan Loan) on a day other than the last day of the Interest Period for such Second Lien Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by such Borrower the Borrowers (for a reason other than the failure of such Second Lien Lender to make a Second Lien Loan) to prepay, borrow, continue or convert any Second Lien Loan (other than a Base Rate Loan Loan) on the date or in the amount notified by such Borrowerthe Loan Party Representative; or (ciii) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor therefore as a result of a request by such Borrower Holdings pursuant to Section 9.16; including 11.13. (b) In the case of any such Eurodollar Rate Loan, any such loss, cost or expense will include any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Second Lien Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepayobtained. The applicable Borrower Borrowers shall also pay any customary administrative fees charged by such Second Lien Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Second Lien Lenders under this Section 3.53.05 in respect of Eurodollar Rate Loans, each Second Lien Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Second Lien Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. Within 15 days after delivery If any Borrower makes any payment of the certificate described in the Section 3.6(a) by principal with respect to any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Fixed Rate Loan on a day any other date than the last day of the an Interest Period for such Loan applicable thereto (whether voluntarypursuant to Section 3.10, mandatory4.2 (other than 4.2(f)), automatic5.1, by reason of acceleration5.2, 5.3 or 5.4, Article IX or otherwise); (b) , or if the applicable Borrower fails to borrow any failure Fixed Rate Loan after the related Notice of Borrowing has been given to the Administrative Agent, or if the applicable Borrower fails to make any payment of principal or interest in respect of a Fixed Rate Loan when due, the applicable Borrower shall reimburse each Bank on demand for any resulting loss or expense incurred by such Borrower (for a reason other than Bank, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties, whether or not such Bank shall have funded or committed to fund such Loan. A statement as to the failure amount of such Lender loss or expense, prepared in good faith and in reasonable detail by such Bank and submitted by such Bank to make a Loan) the applicable Borrower, shall be conclusive and binding for all purposes absent manifest error in computation. Calculation of all amounts payable to prepay, borrow, continue each Bank under this Section 5.5 shall be made as though such Bank shall have actually funded or convert any Loan other than a Base committed to fund the relevant Fixed Rate Loan on through the date or purchase of an underlying deposit in an amount equal to the amount notified by of such BorrowerLoan and having a maturity comparable to the related Interest Period; or (c) provided, however, that such Bank may fund any assignment of a Eurodollar Fixed Rate Loan on a day other than in any manner it sees fit and the last day foregoing assumption shall be utilized only for the purpose of calculation of amounts payable under this Section 5.5. In connection with any 54 62 assignment by any Bank of any portion of the Interest Period therefor as a result of a request by such Borrower Loans made pursuant to Section 9.16; including any loss or expense arising from 11.6 and made during the liquidation or reemployment Syndication Period, and if, notwithstanding the provisions of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convertSection 4.7, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers have requested and the Administrative Agent has consented to the Lenders under this Section 3.5use of the Eurodollar Rate with an Interest Period other than seven (7) or fourteen (14) days, each Lender the Borrowers shall be deemed to have funded each repaid all outstanding Eurodollar Rate Loans as of the effective date of such assignment and reborrowed such amount as a Floating Rate Loan and/or Eurodollar Rate Loan made by it at (chosen in accordance with the Eurodollar Base Rate used in determining provisions of Section 4.7) and the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so fundedindemnification provisions under this Section 5.5 shall apply.

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2): (a) If the Company makes any continuation, conversion, payment or prepayment of principal with respect to any Eurodollar Loan (including payments made after any acceleration thereof) or converts any Loan made from a Eurodollar Loan to such Borrower other than a Base Reference Rate Loan on a any day other than the last day of the an Interest Period applicable thereto, the Company shall pay to each Lender, upon demand therefor by such Lender, the amount (if any) by which (i) the present value of the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period exceeds (ii) the present value of the interest which would have been recoverable by such Lender by placing such amount so received on deposit in the London interbank market for a period starting on the date on which it was so received and ending on the last day of such Interest Period. For purposes of determining present value under this Section 5.06(a), interest amounts shall be discounted at a rate equal to the sum of (A) LIBOR determined two Business Days before the date on which such principal amount is received for an amount substantially equal to the amount received and for a period commencing on the date of such receipt and ending on the last day of the relevant Interest Period, plus (B) the percentage above LIBOR payable in respect of such Eurodollar Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwisepursuant to Section 2.09(a)(ii);. (b) any failure by such Borrower (for a reason other than If the failure of such Lender to make a Loan) Company fails to prepay, borrow, convert or continue any Eurodollar Loan after a notice of prepayment, borrowing, conversion or convert continuation has been given (or is deemed to have been given) to any Loan other than a Base Rate Loan on Lender, the date or in the amount notified Company shall reimburse each Lender, upon demand therefor by such Borrower; or (c) Lender, for any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request resulting loss and expense incurred by such Borrower pursuant to Section 9.16; it, including any loss or expense arising from incurred by reason of the liquidation or reemployment of deposits or other funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but excluding loss of margin for the period after which any such payment or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged acquired by such Lender from third parties to fund any Eurodollar Loan. (c) If for any reason any Lender receives all or part of the principal amount of a Bid Loan owed to it prior to the scheduled maturity date thereof, the Company shall, on demand by such Lender, pay such Lender the amount (if any) by which (i) the present value of the additional interest which would have been payable on the amount so received had it not been received until such maturity date exceeds (ii) the present value of the interest which would have been recoverable by such Lender by placing such amount so received on deposit in connection with the foregoingLondon interbank market for a period starting on the date on which it was so received and ending on such maturity date. For purposes of calculating amounts payable by the Borrowers to the Lenders determining present value under this Section 3.55.06(c), each Lender interest amounts shall be deemed discounted at a rate equal to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining sum of (A) LIBOR determined two Business Days before the Eurodollar Rate date on which such principal amount is received for such Loan by a matching deposit or other borrowing in an amount substantially equal to the London interbank eurodollar market for a comparable amount sf712790 40 received and for a comparable periodperiod commencing on the date of such receipt and ending on such maturity date, whether or not such plus (B) the percentage above LIBOR payable in respect of Eurodollar Rate Loan was in fact so fundedLoans constituting Tranche A Loans pursuant to Section 2.09(a)(ii).

Funding Losses. Within 15 days after delivery of the certificate described in the Section 3.6(a) The Company shall compensate each Lender, upon written request by any such Lender (with a copy to which request shall set forth the Administrative Agent) from time to timebasis for requesting such amounts), each Borrower shall promptly compensate for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender for to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and hold such Lender harmless from any loss, cost expense or expense liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender has actually incurred by it as a result (without duplication of each of the following (except any amounts to which such Lender is otherwise entitled pursuant to the extent incurred by any Lender as a result other provisions of any action taken pursuant to Section 3.2this Article 3): (a) if for any continuation, conversion, payment or prepayment of any Loan made to such Borrower reason (other than a Base default by such Lender) a Credit Extension of any Eurodollar Rate Loan does not occur on a day other than the last day of the Interest Period for such date specified therefor in a Loan (whether voluntary, mandatory, automatic, by reason of accelerationNotice, or otherwise)a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; (b) if any failure prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; (c) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such BorrowerCompany; or (cd) any due to an assignment of a Eurodollar Rate Loan on a day other than on the last day of the an Interest Period therefor as a result of a request by such Borrower with respect thereto pursuant to Section 9.16; 10.14. including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained obtained, but excluding loss of margin for the period after which any such payment administrative fee or failure to convert, borrow or prepay. The applicable Borrower shall also pay any customary administrative fees charged other amount chargeable by such Lender in connection with for the foregoingcalculation of such loss. For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 3.53.04 and under Section 3.03(a), each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan (but without giving effect to the proviso to the definition of “Eurodollar Rate”) by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was is in fact so funded.

Funding Losses. Within 15 days after delivery Upon demand of the certificate described in the Section 3.6(a) by any Lender (with a copy to the Administrative Agent) from time to time, each the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of each of the following (except to the extent incurred by any Lender as a result of any action taken pursuant to Section 3.2):of: (a) any continuation, conversion, payment or prepayment of any Loan made to such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by such the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of of: (i) a request by such the Borrower pursuant to Section 9.1611.16; or (ii) an assignment by Bank of America pursuant to Section 11.07(b) as part of the primary syndication of the Commitments and Loans during the 180-day period immediately following the Closing Date, provided that Bank of America agrees to use reasonable efforts to reduce the breakage costs payable by the Borrower in connection therewith (including, without limitation, to the extent reasonably practical, closing such assignments at the end of Interest Periods of outstanding Eurodollar Rate Loans); including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of margin for the period after which any such payment or failure to convert, borrow or prepayanticipated profits). The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 3.53.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.