Common use of Funding Losses Clause in Contracts

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Upon demand of any Lender (with a copy to reimburse each the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and to hold each such Lender harmless from any loss loss, cost or expense which such Lender may sustain or incur incurred by it as a consequence result of: (a) the failure any continuation, conversion, payment of the Borrowers to make any payment principal or mandatory prepayment of principal of any LIBOR Loan other than a Base Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers to borrow, continue or convert a Loan after the Borrower Representative has 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 Daily Floating Eurodollar Rate Loan on a day which is not other than the last day of the Interest Period with respect theretofor such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on the date or in the amount notified by the Borrower (even if permitted to revoke such notice); or (ec) the conversion pursuant to Section 1.6 any assignment of any LIBOR Rate Loan to a Base Fixed Period Eurodollar Rate Loan on a day that is not other than the last day of the applicable Interest PeriodPeriod therefor as a result of a request by the Borrower pursuant to Section 10.16; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder such Loan (excluding loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained. Solely for The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): 3.05, each LIBOR Lender shall be deemed to have funded each Fixed Period Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded it at the LIBOR used in determining the interest rate Fixed Period Eurodollar Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Fixed Period Eurodollar Rate Loan is was in fact so funded.

Funding Losses. The Borrowers agree Excluding losses or expenses incurred by a Bank pursuant to Section 4.2 (other than in connection with Section 4.2(b)), the Borrower shall reimburse each Lender Bank and to hold each Lender Bank harmless from any loss or expense (but excluding in any event all consequential or exemplary damages) which such Lender the Bank may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Eurodollar Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert into a Eurodollar Rate Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationContinuation (except as a result of a breach by a Bank of its obligations hereunder); (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.6; (d) the repayment or prepayment (including pursuant to Section 1.8Sections 2.7 and 4.2(b)) or other payment (including after acceleration thereof) of a LIBOR Eurodollar Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.4 of any LIBOR Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): Section 4.3(a), each LIBOR Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Eurodollar Base Rate used in determining the interest rate Eurodollar Rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan is in fact so funded. Each Bank shall exercise its reasonable efforts to minimize such losses, costs and expenses, except that each Bank shall not be obligated to take any action to reduce net balances due to its non-U.S. offices from its U.S. offices.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender Bank and to hold each Lender Bank harmless from any direct loss or expense (but excluding any consequential loss or expense) which such Lender the Bank may sustain or incur as a consequence of: (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment required hereunder of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Company to borrow a Bid Loan after the Agent has notified a Bank pursuant to subsection 2.06(g)(i) that its Competitive Bid has been accepted by the Company, or the failure of the Company to borrow, continue or convert a Committed Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice of any Committed Loan in accordance with any notice delivered under Section 1.72.08; (d) the prepayment (including pursuant to Section 1.8Sections 2.08 or 2.09) or payment after acceleration thereof following an Event of a LIBOR Default of any Offshore 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 or Absolute Rate Loan to a Base Rate Bid Loan on a day that is not the last day of the applicable relevant Interest Period; or (e) the automatic conversion under the proviso contained in Section 2.04(a) or under the proviso contained in Section 2.08 of any Offshore Rate Committed Loan to a Base Rate Committed 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 its LIBOR Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): 3.03(a), each LIBOR Offshore Rate Committed Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR LIBO Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Committed Loan is in fact so funded.

Funding Losses. The Borrowers agree Upon demand of any Lender (with a copy to reimburse each the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and to hold each such Lender harmless from any loss loss, cost or expense which such Lender may sustain or incur incurred by it as a consequence result 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 borrow, continue or convert a Loan after the Borrower Representative has 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 Eurodollar Rate Loan on a day which is not other than the last day of the Interest Period with respect theretofor such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or (ec) the conversion pursuant to Section 1.6 any assignment of any LIBOR Rate Loan to a Base Eurodollar Rate Loan on a day that is not other than the last day of the applicable Interest PeriodPeriod therefor as a result of a request by the Borrower pursuant to Section 11.15; including any such loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder such Loan or from fees payable to terminate the deposits from which such funds were obtained; provided that the Borrower shall have no obligation to pay to any Lender any of the foregoing amounts incurred in connection with such Lender being a Defaulting Lender. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): 3.05, each LIBOR Lender shall be deemed to have funded each Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded it at the LIBOR Eurodollar Base Rate used in determining the interest rate Eurodollar Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan is was in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative it has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have it 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Company agrees to pay to the Administrative Agent, from time to time, for the account of the Banks, any amount that would be necessary to reimburse each Lender the Banks for, and to hold each Lender the Banks harmless from from, any loss or expense which such Lender the Banks may sustain or incur as a consequence of: : (a) the failure of the Borrowers Company to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); ; (b) the failure of the Borrowers Company to borrow, continue or convert a Loan after the Borrower Representative Company has given (or is deemed to have given) a Borrowing Notice of Borrowing or a Notice of Conversion/Continuation; Continuation Notice; (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have Company has given a notice in accordance with Section 1.7; 2.6; (d) the prepayment (including pursuant to Section 1.82.7.2) 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 subsection 2.5 of any LIBOR Rate Loan to a Base Reference Rate Loan on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its the LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Company to the Lenders Administrative Agent, for the account of the Banks, under this Section 10.4 and under subsection 10.3(a): 3.4, each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the applicable offshore dollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.7; (d) the prepayment (including pursuant to Section 1.82.8) 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 2.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified the Applicable Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has 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 Borrower Representative 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any documented loss or expense (but excluding lost profits) which such Lender may sustain or incur as a direct consequence of: (a) the failure of the Borrowers to make any 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 Borrowers to borrow, continue or convert a Loan after the Administrative Borrower Representative has given (or is deemed to have given) a Borrowing Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers to make any prepayment after the Borrowers have Administrative Borrower has given a notice in accordance with Section 1.74.01(a)(i); (d) the prepayment (including pursuant to Section 1.84.02) 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 2.09 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 12.26 and under subsection 10.3(aSection 2.06(a)(ii): each LIBOR Rate Loan that is made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Each Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers such Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers such Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers such Borrower to make any prepayment after the Borrowers have Borrower Representative 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 or Canadian Index Rate Loan, as applicable, on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Applicable Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender Bank and to hold each Lender Bank harmless from any loss or expense which such Lender the Bank may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is are deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.06; (d) the prepayment (including prepayments made pursuant to Article II but excluding prepayments made pursuant to Section 1.84.02) or other payment (including after acceleration thereof) of a LIBOR an Offshore Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest PeriodPeriod except any such automatic conversion resulting from prepayments required by Section 4.02; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): Section 4.03, each LIBOR Offshore Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: of (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR LIBO Rate Loan (including payments made after any acceleration thereof); Loan; (b) the failure of the Borrowers Company to borrow, borrow or continue a LIBO Rate Loan or to convert a Base Rate Loan to a LIBO Rate Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; Continuation (including by reason of the failure to satisfy any condition precedent thereto); (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7; 2.5; (d) the prepayment (including pursuant to Section 1.82.6) or other payment (including after acceleration thereof) of a LIBOR LIBO Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or or (e) the automatic conversion pursuant to under Section 1.6 2.3 of any LIBOR LIBO Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR LIBO Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained (but excluding any loss of margin). Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 3.4 and under subsection 10.3(a): Section 3.3(a), each LIBOR LIBO Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBO Rate for such LIBOR LIBO Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR LIBO Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to pay to Administrative Agent, from time to time, for the account of the Lenders, any amount that would be necessary to reimburse each Lender the Lenders for, and to hold each Lender the Lenders harmless from from, any loss or expense which such Lender the Lenders may reasonably sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any required payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Committed Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Committed Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.8.1; (d) the prepayment (including pursuant to Section 1.82.8.2) 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 2.6 of any LIBOR Rate Loan to a Base Reference Rate Committed Loan on a day that is not the last day of the applicable respective Interest Period; or (f) any assignment of a LIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its the LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by Borrower to Administrative Agent, for the Borrowers to the Lenders account of Lenders, under this Section 10.4 and under subsection 10.3(a): 3.4, each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR rate of interest used in determining the interest rate for to determine such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: of (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR LIBO Rate Loan (including payments made after any acceleration thereof); Loan; (b) the failure of the Borrowers Company to borrow, borrow or continue a LIBO Rate Loan or to convert a Base Rate Loan to a LIBO Rate Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; Continuation (including by reason of the failure to satisfy any condition precedent thereto); (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7; 2.5; (d) the prepayment (including pursuant to Section 1.82.6) or other payment (including after acceleration thereof) of a LIBOR LIBO Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or or (e) the automatic conversion pursuant to under Section 1.6 2.3 of any LIBOR LIBO Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR LIBO Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 3.4 and under subsection 10.3(a): Section 3.3(a), each LIBOR LIBO Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBO Rate for such LIBOR LIBO Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR LIBO Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: of (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR LIBO Rate Loan (including payments made after any acceleration thereof); Loan; (b) the failure of the Borrowers Company to borrow, continue a LIBO Rate Loan or to convert a Base Rate Loan to a LIBO Rate Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; Continuation (including by reason of the failure to satisfy any condition precedent thereto); (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7; 2.4 (whether pursuant to a permitted revocation of notice of prepayment or otherwise); (d) the prepayment (including pursuant to Section 1.82.4) or other payment (including after acceleration thereof) of a LIBOR LIBO Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or or (e) the automatic conversion pursuant to under Section 1.6 2.3 of any LIBOR LIBO Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR LIBO Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 3.4 and under subsection 10.3(a): Section 3.3(a), each LIBOR LIBO Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBO Rate for such LIBOR LIBO Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR LIBO Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.71.8; (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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Xxxxxxxx agrees to pay to Administrative Agent, from time to time, for the account of the Lenders, any amount that would be necessary to reimburse each Lender the Lenders for, and to hold each Lender the Lenders harmless from from, any loss or expense which such Lender the Lenders may reasonably sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any required payment or mandatory prepayment of principal of any LIBOR Term SOFR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Committed Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Committed Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.8.1; (d) the prepayment (including pursuant to Section 1.82.8.2) of a LIBOR Term SOFR 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 2.6 of any LIBOR Term SOFR Rate Loan to a Base Reference Rate Committed Loan on a day that is not the last day of the applicable respective Interest Period; or (f) any assignment of a Term SOFR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR the Term SOFR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by Borrower to Administrative Agent, for the Borrowers to the Lenders account of Lenders, under this Section 10.4 and under subsection 10.3(a): 3.4, each LIBOR Term SOFR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR rate of interest used in determining the interest rate for to determine such LIBOR Term SOFR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar a comparable market for a comparable amount and for a comparable period, whether or not such LIBOR Term SOFR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative it has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have it 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in Section 10.4(d) and (e), such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each applicable Lender harmless from any loss or expense which such applicable Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan or BA Rate Loans (including payments made after any acceleration thereof); (b) the failure of the Borrowers to borrow, continue or convert a Loan after the Borrower Representative has 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 or BA 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 or a BA Rate Loan to a Canadian Index Rate Loan, in either case, on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans or BA Rate Loans, as applicable, hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided, that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): ), (i) each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded and (ii) each BA Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the BA Rate used in determining the interest rate for such BA Rate Loan by a matching deposit or other borrowing for a comparable amount and for a comparable period, whether or not such BA Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Each Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers such Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers such Borrower to borrow, continue or convert a Loan after the such Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrowers such Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.10; (d) the prepayment (including pursuant to Section 1.82.11) or other payment (including after acceleration thereof or pursuant to Section 2.09(c)) of a LIBOR an Offshore Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): 4.03(a), each LIBOR Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR IBOR used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Eurodollar Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.73.3; (d) the prepayment or other payment (including pursuant to Section 1.8after acceleration thereof) of a LIBOR any Eurodollar Rate Loan or CD Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.5 of any LIBOR Eurodollar Rate Loan or CD Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; , including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Eurodollar Rate Loans hereunder or CD Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): 3.6(a), (i) each LIBOR Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) requirement shall be conclusively deemed to have been funded at the LIBOR LIBO-based rate used in determining the interest rate Eurodollar Rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan is in fact so funded, and (ii) each CD Rate Loan made by a Lender and each related reserve, special deposit or similar requirement shall be conclusively deemed to have been funded at the rate described in subsection (b)(i)(bb) of the CD Rate definition in Section 1 of this Agreement by a matching deposit or other borrowing in the CD market, for a comparable amount and for a comparable period, whether or not such CD Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.7; (d) the prepayment (including pursuant to Section 1.81.8 or as a result of an acceleration) 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.6; (d) the prepayment (including pursuant to Section 1.82.7) 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 2.5 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such that the Lender may actually sustain or incur as a consequence of: : (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; Continuation (including by reason of the failure to satisfy any condition precedent thereto); (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7; 2.04; (d) the prepayment or other payment (including pursuant to Section 1.8after acceleration thereof) of a any LIBOR Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 3.02 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; or (f) the assignment of any LIBOR Loan of a Lender to a replacement Lender in connection with the replacement of such assigning Lender pursuant to Section 3.09(b) on a day that is not the last day of the relevant Interest Period; in each case including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 3.03, each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to pay to Administrative Agent, from time to time, for the account of the Lenders, any amount that would be necessary to reimburse each Lender the Lenders for, and to hold each Lender the Lenders harmless from from, any loss or expense which such Lender the Lenders may reasonably sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any required payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.8.1; (d) the prepayment (including pursuant to Section 1.82.8.2) 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 2.6 of any LIBOR Rate Loan to a Base Reference Rate Loan on a day that is not the last day of the applicable respective Interest Period; or (f) any assignment of a LIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower pursuant to Section 10.13; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its the LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by Borrower to Administrative Agent, for the Borrowers to the Lenders account of Lenders, under this Section 10.4 and under subsection 10.3(a): 3.4, each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR rate of interest used in determining the interest rate for to determine such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss or expense excluding consequential losses which such the Lender may sustain or incur as a consequence of: : (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); Loan; (b) the failure of the Borrowers Company to borrow, continue or convert a Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Revolving Credit Borrowing or a Notice of Conversion/Continuation; Continuation (including by reason of the failure to satisfy any condition precedent thereto); (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7; 2.04; (d) the prepayment (including pursuant to Section 1.82.05 or 2.06) or other payment (including after acceleration thereof) of a LIBOR Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the conversion reallocation of any LIBOR Loan pursuant to Section 1.6 2.04(b); or (f) the automatic conversion under Section 2.03 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained but excluding any loss of Applicable Margin after the date of such failure, prepayment or conversion. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 3.03(a), each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to pay to Administrative Agent, from time to time, for the account of the Lenders, any amount that would be necessary to reimburse each Lender the Lenders for, and to hold each Lender the Lenders harmless from from, any loss or expense which such Lender the Lenders may reasonably sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any required payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Borrowing Notice of Borrowing or a Notice of Conversion/ContinuationContinuation Notice; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.7.1; (d) the prepayment (including pursuant to Section 1.82.7.2) 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 2.5 of any LIBOR Rate Loan to a Base Reference Rate Loan on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its the LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by Borrower to Administrative Agent, for the Borrowers to the Lenders account of Lenders, under this Section 10.4 and under subsection 10.3(a): 3.4, each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the applicable offshore dollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (ai) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Eurodollar Rate Loan (including payments made after any acceleration thereof)Loan; (bii) the failure of the Borrowers Company to borrowborrow a Loan, continue a Eurodollar Rate Loan or convert a Loan into a Eurodollar Rate Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (ciii) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.06; (div) the prepayment (including pursuant to Section 1.82.07) or other payment (including after acceleration thereof) of a LIBOR an Eurodollar Rate Loan on a day which that is not the last day of the relevant Interest Period with respect thereto; orPeriod; (ev) the automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; (vi) any Buying Lender is deemed to have purchased a Eurodollar Rate Loan bearing interest at a rate which is less than the prevailing rate of interest on Eurodollar Rate Loans at the time of purchase in accordance with Section 2.01(c); or (vii) any Selling Lender pursuant to Section 2.01(c) is deemed to have sold a Eurodollar Rate Loan bearing interest at a rate which is higher than the prevailing rate of interest on Eurodollar Rate Loans at the time of sale in accordance with Section 2.01(c); including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 4.03(a), each LIBOR Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Eurodollar Rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any documented loss or expense (but excluding lost profits) which such Lender may sustain or incur as a direct consequence of: (a) the failure of the Borrowers Borrower to make any 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 Borrowers Borrower to borrow, continue or convert borrow a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationNotice; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.7;4.01(a)(i); or (d) the prepayment (including pursuant to Section 1.84.02) 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 12.26 and under subsection 10.3(aSection 2.06(a)(ii): each LIBOR Rate Loan that is made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: of (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR LIBO Rate Loan (including payments made after any acceleration thereof); Loan; (b) the failure of the Borrowers Borrower to borrow, continue a LIBO Rate Loan or to convert a Base Rate Loan to a LIBO Rate Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; Continuation (including by reason of the failure to satisfy any condition precedent thereto); (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with Section 1.7; any notice delivered under Sections 2.4 or 2.5; (d) the prepayment (including pursuant to Section 1.8Sections 2.4 or 2.5) or other payment (including after acceleration thereof) of a LIBOR LIBO Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or or (e) the automatic conversion pursuant to under Section 1.6 2.3 of any LIBOR LIBO Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR LIBO Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 3.4 and under subsection 10.3(a): Section 3.3(a), each LIBOR LIBO Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBO Rate for such LIBOR LIBO Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR LIBO Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within ten (10) days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Eurodollar Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Company to borrow, continue or convert a Committed Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice of any Committed Loan in accordance with any notice delivered under Section 1.72.08; (d) the prepayment (including pursuant to Section 1.82.08 or 2.09) or other payment (including after acceleration thereof) of a LIBOR any Eurodollar 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 or Absolute Rate Loan to a Base Rate Competitive Bid Loan on a day that is not the last day of the applicable relevant Interest Period; or (e) the automatic conversion under Section 2.04 of any Eurodollar Rate Committed Loan to an Alternate Base Rate Committed 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 its LIBOR Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 3.03(a), each LIBOR Eurodollar Rate Committed Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Eurodollar Rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense (excluding lost profits) which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense (including loss of anticipated profits) which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert to Continue or Convert to a Loan Borrowing comprised of Eurodollar Rate Advances after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion/Continuation; (cb) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.6; (dc) the payment or prepayment (including pursuant to Section 1.82.6) of a LIBOR Borrowing comprised of Eurodollar Rate Loan Advances on a day which is not the last day of the Interest Period with respect thereto; or (ed) the conversion pursuant to Section 1.6 Conversion of any LIBOR Borrowing comprised of Eurodollar Rate Loan Advances to a Borrowing comprised of Base Rate Loan Advances on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Eurodollar Rate Loans Advances hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 3.6 and under subsection 10.3(a): Section 3.3(a), each LIBOR Eurodollar Rate Loan Advance made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Eurodollar Rate used in determining the rate of interest rate for such LIBOR Eurodollar Rate Loan Advance by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan Advance is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has Borrowers have given (or is are deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationContinuation – LIBOR; (c) the failure of the Borrowers to make any prepayment after the Borrowers have given a notice in accordance with Section 1.71.3; (d) the prepayment (including pursuant to Section 1.81.3) of a LIBOR Rate Loan Loan, on a day which is not the last day of the Interest LIBOR Period with respect thereto; or (e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a US Base Rate Loan on a day that is not the last day of the applicable Interest LIBOR Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 1.17 and under subsection 10.3(a1.16(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded. This covenant shall survive the termination of this Agreement and the payment of the Obligations and all other amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide each US Borrower or Lower Lakes, as applicable, with its written calculation of all amounts payable pursuant to this Section 1.17, and such calculation shall be binding on the parties hereto unless such US Borrower or Lower Lakes, as applicable, shall object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such objection in detail.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.7; (d) the prepayment (including pursuant to Section 1.82.8) 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 2.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Excluding losses or expenses incurred by a Bank pursuant to Section 4.2 (other than in connection with Section 4.2(b)), the Borrower shall reimburse each Lender Bank and to hold each Lender Bank harmless from any loss or expense (but excluding in any event all consequential or exemplary damages) which such Lender the Bank may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Eurodollar Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert into a Eurodollar Rate Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;Continuation (except as a result of a breach by a Bank of its obligations hereunder); or (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under 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 that is not the last day of the applicable Interest Period2.6; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For the avoidance of doubt, any loss or expense of a Bank sustained or incurred as a consequence of (i) the repayment or prepayment (including pursuant to Sections 2.7 and 4.2(b)) or other payment (including after acceleration thereof) of a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period, or (ii) the automatic conversion under Section 2.4 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, shall not be reimbursed hereunder. For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): Section 4.3(a), each LIBOR Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Eurodollar Base Rate used in determining the interest rate Eurodollar Rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan is in fact so funded. Each Bank shall exercise its reasonable efforts to minimize such losses, costs and expenses, except that each Bank shall not be obligated to take any action to reduce net balances due to its non-U.S. offices from its U.S. offices.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense (to the extent not duplicative of a charge imposed and paid under Section 4.1(f)) which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue continue, or convert redesignate any portion of a Term Loan after the Borrower Representative has given (or is deemed to have given) a Notice Request for Redesignation 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 theretoBorrowing; or (eb) the conversion pursuant to Section 1.6 any payment (including after acceleration of any LIBOR Rate Loan to a Base Rate Loan Eurodollar Borrowing) of a Eurodollar Borrowing on a day that is not the last day of the applicable relevant Interest Period; or (c) the automatic conversion under Section 4.1(e) of any Eurodollar Borrowing to a Reference Rate Borrowing 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 its LIBOR Rate Loans hereunder Eurodollar Borrowings or from fees payable to terminate the deposits from which such funds were obtainedobtained (but excluding any loss of anticipated profit). Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 4.7 (and under subsection 10.3(a): Section 4.1(f) above), each LIBOR Rate Loan made by a Lender Eurodollar Borrowing (and each related reserve, special deposit deposit, or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, regardless of whether or not such LIBOR Rate Loan Eurodollar Borrowing is in fact so funded. Any Lender claiming compensation under this Section 4.7 shall provide to Borrower a certificate setting forth in reasonable detail the amount of loss or expense to be paid to it hereunder, which certificate shall be conclusive in the absence of manifest error.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative it has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have it has given a notice in accordance with Section 1.7; (d) the prepayment (including pursuant to Section 1.81.7 or any required assignment under Section 8.22) 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 9.4 and under subsection 10.3(aSection 9.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree US Borrower (and the appropriate Foreign Borrower) agrees to reimburse indemnify each Lender Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from from, any loss or expense which that such Lender may sustain or incur as a consequence of: of (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 failure same in accordance with the provisions of the Borrowers to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); this Agreement, (b) the failure default by a Borrower in making any prepayment of the Borrowers to borrow, continue or convert a Loan conversion from LIBOR Fixed Rate Loans after the such Borrower Representative has given (or is deemed to have given) a Notice notice thereof in accordance with the provisions of Borrowing or a Notice of Conversion/Continuation; this Agreement, (c) the failure making of the Borrowers to make any a 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 Fixed Rate Loan on a day which that is not the last day of the an Interest Period with respect applicable thereto; or , or (ed) the any conversion pursuant to Section 1.6 of any LIBOR Rate a Eurodollar Loan to a Base Rate 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 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) at the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment rate of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan Loans provided for herein over (ii) the amount of interest (as reasonably determined by a matching such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit or other borrowing in the interbank eurodollar market for a comparable amount 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 Administrative Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error. The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and for a comparable period, whether or not such LIBOR Rate Loan is in fact so fundedthe payment of the Loans and all other amounts payable hereunder.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan Advance (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan an Advance after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationRequest; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.7;2.02; or (d) the prepayment (including pursuant to Section 1.82.03) of a LIBOR Rate Loan Advance 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans Advances hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (c) and (d) above, such Lender shall have notified the Administrative Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 2.11 and under subsection 10.3(aSection 2.10(a): each LIBOR Rate Loan Advance made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan Advance by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan Advance is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan denominated in Dollars or Sterling (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 denominated in Dollars or Sterling 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 denominated in Dollars or Sterling to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): ), each LIBOR Rate Loan denominated in Dollars or Sterling made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan denominated in Dollars or Sterling by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Upon the request of any Lender, the Borrower shall reimburse each such Lender and to hold each such Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationConversion/ Continuation that includes an Offshore Rate Loan; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7-------- 2.6; (d) the prepayment (including pursuant to Section 1.82.6) or other payment (including after acceleration thereof) of a LIBOR an Offshore Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.5 of any LIBOR Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 3.3(a), each LIBOR Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is in fact so funded. In the event BofA, as Lender, incurs any such losses or expenses in connection with assignments of its Commitments and/or Loans within 90 days of the Effective Date, the Borrower shall reimburse BofA for such losses or expenses.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers Borrower 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified the Applicable Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender Bank and to hold each Lender Bank harmless from any direct loss or expense (but excluding any consequential loss or expense) which such Lender the Bank may sustain or incur as a consequence of: (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment required hereunder of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Company to borrow a Bid Loan after the Agent has notified a Bank pursuant to subsection 2.06(g)(i) that its Competitive Bid has been accepted by the Company, or the failure of the Company to borrow, continue or convert a Committed Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice of any Committed Loan in accordance with any notice delivered under Section 1.72.08; (d) the prepayment (including pursuant to Section 1.82.08) or payment after acceleration thereof following an Event of a LIBOR Default of any Offshore 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 or Absolute Rate Loan to a Base Rate Bid Loan on a day that is not the last day of the applicable relevant Interest Period; or (e) the automatic conversion under the proviso contained in Section 2.04(a) or under the proviso contained in Section 2.08 of any Offshore Rate Committed Loan to a Base Rate Committed 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 its LIBOR Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): 3.03(a), each LIBOR Offshore Rate Committed Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR LIBO Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Committed Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any actual loss or expense (excluding loss of profit) which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; ; (f) including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified the Agent of any such expense within ten (10) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has 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 theretothereto including pursuant to an assignment in accordance with Section 9.22; or (e) to the extent permitted hereunder, the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained (but excluding loss of anticipated profits); provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Committed Loan (including payments made after any acceleration thereof)or Bid Loan due to the Borrower's failure to comply with the conditions set forth in SECTION 5.2; (b) the failure of the Borrowers Borrower to borrow, continue or convert a Committed Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice of any Committed Loan in accordance with Section 1.7any notice delivered under SECTION 2.8; (d) the prepayment or other payment (including pursuant to Section 1.8after acceleration thereof) of a LIBOR Rate Committed 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 or Bid Loan on a day that is not the last day of the applicable relevant Interest Period; or (e) the automatic conversion under SECTION 2.4 of any LIBOR Rate Committed Loan to a Base Rate Committed 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 its LIBOR Rate Committed Loans hereunder or Bid Loans, as the case may be, or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): SECTION 4.3(a), each LIBOR Rate Committed Loan or LIBOR Rate Bid Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBOR Rate for such LIBOR Rate Bid Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Bid Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense (to the extent not duplicative of a charge imposed and paid under Section 4.1(f)) which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue continue, or convert redesignate a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Request for Borrowing or a Notice Request for Redesignation 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 theretoBorrowing; or (eb) the conversion pursuant to Section 1.6 any payment (including after acceleration of any LIBOR Rate Loan to a Base Rate Loan Eurodollar Borrowing) of a Eurodollar Borrowing on a day that is not the last day of the applicable relevant Interest Period; or (c) the automatic conversion under Section 4.1(e) of any Eurodollar Borrowing to a Reference Rate Borrowing 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 its LIBOR Rate Loans hereunder Eurodollar Borrowings or from fees payable to terminate the deposits from which such funds were obtainedobtained (but excluding any loss of anticipated profit). Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 4.8 (and under subsection 10.3(a): Section 4.1(f) above), each LIBOR Rate Loan made by a Lender Eurodollar Borrowing (and each related reserve, special deposit deposit, or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, regardless of whether or not such LIBOR Rate Loan Eurodollar Borrowing is in fact so funded. Any Lender claiming compensation under this Section 4.8 shall provide to Borrower a certificate setting forth in reasonable detail the amount of loss or expense to be paid to it hereunder, which certificate shall be conclusive in the absence of manifest error.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained, but excluding any loss of expected profit; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any actual and documented loss or expense (but excluding lost profits) which such Lender may sustain or incur as a direct consequence of: (a) : the failure of the Borrowers Borrower to make any 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 Borrowers Borrower to borrow, continue or convert borrow a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) Notice; the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.7; (d) 4.01(a)(i); or the prepayment (including pursuant to Section 1.84.02) 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 12.26 and under subsection 10.3(aSection 2.06(a)(ii): each LIBOR Rate Loan that is made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 12.26 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss (but excluding any loss of profit) or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan when due (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.7; (d) the prepayment (including pursuant to Section 1.8) by the Borrower 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained (but excluding any loss of profit). Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss (excluding consequential damages consisting of lost profits) or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Borrower to borrowborrow the Loans on the Closing Date, or to continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.5; (d) the prepayment (including pursuant to Section 1.8Sections 2.5 and 2.6) or other payment (including after acceleration thereof) of a LIBOR Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.4 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): 3.3(a), each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrowborrow a LIBOR Loan, continue a LIBOR Loan or convert a Base Rate Loan into a LIBOR Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing Revolving Credit Advance or a Notice of Conversion/Continuation; (c) the failure of the Borrowers to make any prepayment of a LIBOR Loan after the Borrowers have given a notice in accordance with Section 1.71.5(a); (d) the prepayment (including pursuant to Section 1.81.5) of a LIBOR Rate Loan on a day which is not the last day of the Interest LIBOR Period with respect thereto; or (e) the conversion pursuant to Section 1.6 1.5 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest LIBOR Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): 1.12; each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Eurodollar Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationConversion/ Continuation that includes a Eurodollar Rate Loan; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.6; (d) the prepayment (including pursuant to Section 1.82.6) or other payment (including after acceleration thereof) of a LIBOR Eurodollar Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.5 of any LIBOR Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 4.3(a), each LIBOR Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Eurodollar Base Rate used in determining the interest rate Eurodollar Rate for such LIBOR 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 LIBOR Eurodollar Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has 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 1.72.7; (d) the prepayment (including pursuant to Section 1.82.8) 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 2.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)or CD Rate Loan; (b) the failure of the Borrowers to borrow, continue or convert a Loan after the Borrower Representative has Borrowers have given (or is are deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrowers to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.6; (d) the prepayment or other payment (including pursuant to Section 1.8after acceleration thereof) of an Offshore Rate Loan or a LIBOR CD Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.4 of any LIBOR Offshore Rate Loan or CD Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans hereunder or CD Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): 4.3(a), (i) each LIBOR Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is in fact so funded, and (ii) each CD Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the rate used in determining the CD Rate for such CD Rate Loan by the issuance of Agent's certificate of deposit in a comparable amount and for a comparable period, whether or not such CD Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender Bank and to hold each Lender Bank harmless from any loss or expense which such Lender the Bank may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Company to borrow, continue or convert a Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Request for Borrowing or a Notice Request for Redesignation of Conversion/Continuation;Borrowing; or (c) the failure of the Borrowers to make any prepayment after the Borrowers have given a notice in accordance with Section 1.7; (db) the prepayment (including pursuant to Section 1.84.16) or other payment (including after acceleration thereof) 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 that is not the last day of the applicable Interest relevant LIBOR Period; or (c) the automatic conversion under Section 4.1(e) of any LIBOR Borrowing to a Reference Rate Borrowing on a day that is not the last day of the relevant LIBOR Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for Such loss or expense shall be calculated as follows: (i) principal amount of the 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 event; provided that no prepayment fee shall be payable (and no credit or rebate shall be required) if the product of the foregoing formula is not positive. For purposes of calculating amounts payable by the Borrowers Company to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): 4.8, each LIBOR Rate Loan made by a Lender Borrowing (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Base Rate used in determining the interest rate LIBOR Rate for such LIBOR Rate Loan Borrowing by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, regardless of whether or not such LIBOR Rate Loan Borrowing is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (ai) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Eurodollar Rate Loan (including payments made after any acceleration thereof)Loan; (bii) the failure of the Borrowers Borrower to borrowborrow a Loan, continue a Eurodollar Rate Loan or convert a Loan into a Eurodollar Rate Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (ciii) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.06; (div) the prepayment (including pursuant to Section 1.82.07) or other payment (including after acceleration thereof) of a LIBOR an Eurodollar Rate Loan on a day which that is not the last day of the relevant Interest Period with respect thereto; orPeriod; (ev) the automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; (vi) the provisions of Section 2.04(g); or (vii) the assignment of any Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period as a result of a request by the Borrower pursuant to Section 4.08, including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 4.03(a), each LIBOR Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Eurodollar Rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss or expense excluding consequential losses which such the Lender may sustain or incur as a consequence of: : (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); Loan; (b) the failure of the Borrowers Company to borrow, continue or convert a Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Revolving Credit Borrowing or a Notice of Conversion/Continuation; Continuation (including by reason of the failure to satisfy any condition precedent thereto); (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7; 2.04; (d) the prepayment (including pursuant to Section 1.82.05 or 2.06) or other payment (including after acceleration thereof) of a LIBOR Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the conversion reallocation of any LIBOR Loan pursuant to Section 1.6 2.04(b); or (f) the automatic conversion under Section 2.03 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained but excluding any loss of Applicable Margin after the date of such failure, prepayment or conversion. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 3.03(a), each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to make any 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 borrow, continue or convert a Loan after the Borrower Representative has 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 (ed) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss (but excluding loss of profit) or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan when due (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.7; (d) the prepayment (including pursuant to Section 1.8) by Borrower or any Subsidiary of Borrower 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained (but excluding loss of profit). Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Each Borrower shall reimburse each Lender upon demand and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers such Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers such Borrower to borrow, continue or convert a Loan after the such Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers such Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.10; (d) the any continuation, conversion, prepayment (including pursuant to Section 1.82.11) or other payment (including after acceleration thereof or pursuant to Section 2.08(c)) of a LIBOR an Offshore Rate Loan on a day which that is not the last day of the relevant Interest Period; (e) any assignment of an Offshore Rate Loan on a day other than the last day of the relevant Interest Period with respect theretoas a result of a request by the Company pursuant to Section 4.07; or (ef) the automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 4.04(a), each LIBOR Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Offshore Base Rate used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is was in fact so funded.

Funding Losses. The Borrowers agree Each Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers such Borrower to make any payment or mandatory prepayment of principal of any LIBOR Eurodollar Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers such Borrower to borrow, continue or convert a Loan after the such Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers such Borrower to make any prepayment after the Borrowers have such Borrower has given a notice in accordance with Section 1.72.06; (d) the prepayment (including pursuant to Section 1.82.07) of a LIBOR an Eurodollar 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 2.04 of any LIBOR Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers such Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): 3.04, each LIBOR Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Eurodollar Rate for such LIBOR Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Eurodollar Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to pay to Administrative Agent, from time to time, for the account of the Lenders, any amount that would be necessary to reimburse each Lender the Lenders for, and to hold each Lender the Lenders harmless from from, any loss or expense which such Lender the Lenders may reasonably sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any required payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Committed Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Committed Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.72.9.1; (d) the prepayment (including pursuant to Section 1.82.9.3) 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 2.7 of any LIBOR Rate Loan to a Base Reference Rate Committed Loan on a day that is not the last day of the applicable respective Interest Period; or (f) 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 the Borrower pursuant to Section 10.13; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its the LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by Borrower to Administrative Agent, for the Borrowers to the Lenders account of Lenders, under this Section 10.4 and under subsection 10.3(a): 3.4, each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR rate of interest used in determining the interest rate for to determine such LIBOR Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Each Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers such Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers such Borrower to borrow, continue or convert a Loan after the Borrower Borrowers' Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrowers such Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7;2.9; or (d) the prepayment (including pursuant to Section 1.8Sections 2.7, 2.8 or 2.9) or other payment (including after acceleration thereof) of a an 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 that is not the last day of the applicable relevant Interest Period or the conversion pursuant to Section 2.5 of any LIBOR Rate Loan to another Type of Loan on a day that is not the last day of the respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained or from charges relating to any LIBOR Rate Loans; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 4.3 (a), each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each the Lender and to hold each the Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the The failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof)Loan; (b) the The failure of the Borrowers Borrower to borrow, borrow or continue a LIBOR Loan or to convert a Loan to a LIBOR Loan after the Borrower Representative has 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 The prepayment (including pursuant to Section 1.82.06 or Section 2.07) or other payment (including after acceleration thereof) of a LIBOR Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (ed) the The automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Lender under this Section 10.4 and under subsection 10.3(a): Subsection 3.02(a), each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss or expense excluding consequential losses which such the Lender may sustain or incur as a consequence of: : (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); Loan; (b) the failure of the Borrowers Company to borrow, continue or convert a Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Revolving Credit Borrowing or a Notice of Conversion/Continuation; Continuation (including by reason of the failure to satisfy any condition precedent thereto); (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7; 2.04; (d) the prepayment (including pursuant to Section 1.82.05 or 2.06) or other payment (including after acceleration thereof) of a LIBOR Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or or (e) the automatic conversion pursuant to under Section 1.6 2.03 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained but excluding any loss of Applicable Margin after the date of such failure, prepayment or conversion. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 3.03(a), each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it such Lender to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained, but excluding any such loss or expense sustained by any Lender to the extent arising from the gross negligence or willful misconduct of such Lender. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative it has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have it 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): ) : each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender Bank and to hold -------------- each Lender Bank harmless from any loss or expense which such Lender the Bank may sustain or incur as a consequence of: : (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof); or CD Rate Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; ; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7; 2.06; (d) the prepayment (including pursuant to Section 1.82.07) or other payment (including after acceleration thereof) of an Offshore Rate Loan or a LIBOR CD Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or or (e) the automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Offshore Rate Loan or CD Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans hereunder or CD Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): Section 4.03(a), (i) each LIBOR Offshore Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR IBOR used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is in fact so funded, and (ii) each CD Rate Loan made by a Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Certificate of Deposit Rate used in determining the CD Rate for such CD Rate Loan by the issuance of its certificate of deposit in a comparable amount and for a comparable period, whether or not such CD Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Company agrees to pay to the Administrative Agent, from time to time, for the account of the Banks, any amount that would be necessary to reimburse each Lender the Banks for, and to hold each Lender the Banks harmless from from, any loss or expense which such Lender the Banks may sustain or incur as a consequence of: (a) the failure of the Borrowers Company to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Company to borrow, continue or convert a Loan after the Borrower Representative Company has given (or is deemed to have given) a Borrowing Notice of Borrowing or a Notice of Conversion/ContinuationContinuation Notice; (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have Company has given a notice in accordance with Section 1.72.6 or Section 2.7; (d) the prepayment (including pursuant to Section 1.82.7.2) 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 2.5 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense and any loss of anticipated profits arising from the liquidation or reemployment of funds obtained by it to maintain its the LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Company to the Lenders Administrative Agent, for the account of the Banks, under this Section 10.4 and under subsection 10.3(a): 3.4, each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the applicable offshore dollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Each Company agrees to reimburse each Lender of its Applicable Lenders and to hold each Lender of its Applicable Lenders harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers such Company to make any payment borrow or mandatory prepayment of principal of any LIBOR continue an Offshore Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers to borrow, continue or a BA Rate Loan or convert a Base Rate Loan into an Offshore Rate Loan or a Canadian Base Rate Loan into a BA Rate Loan after the Borrower Representative such Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationContinuation with respect thereto; (cb) the failure of the Borrowers such Company to make any prepayment with respect to any Offshore Rate Loan or BA Rate Loan after the Borrowers have such Company has given a notice in accordance with Section 1.72.06; (dc) the prepayment (including pursuant to Section 1.82.07) of an Offshore Rate Loan or a LIBOR BA Rate Loan on a day which is not the last day of the Interest Period with respect thereto; or (ed) the conversion pursuant to Section 1.6 2.04 of any LIBOR BA Rate Loan to a Canadian Base Rate Loan or any Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans or BA Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained, but excluding any loss of margin, for the period after prepayment or failure to borrow or prepay. Solely for purposes of calculating amounts payable by the Borrowers a Company to the its Applicable Lenders under this Section 10.4 3.04 and under subsection 10.3(a): 3.03(a), (i) each LIBOR Offshore Rate Loan made by a an Applicable Lender of such Company (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is in fact so funded, and (ii) each BA Rate Loan made by an Applicable Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the BA Rate applicable to such BA Rate Loan by the acceptance of its bankers' acceptance in a comparable amount and for a comparable period, whether or not such BA Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR LIBO Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan borrow after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationBorrowing; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with Section 1.7;2.6 after the Borrower has given notice thereof; or (d) the prepayment (including pursuant to Section 1.82.7) 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR LIBO Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 2.20 and under subsection 10.3(a2.19(a): each LIBOR LIBO Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR LIBO Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR LIBO Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.71.6; (d) the prepayment (including pursuant to Section 1.81.7) 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 1.5 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Within fifteen days after demand, the Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which that such Lender may sustain has sustained or incur incurred as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal or interest of any LIBOR Rate Loan (including payments made after any acceleration thereof);or Peso Loan, (b) the failure of the Borrowers Borrower to borrow, continue or convert borrow a Loan after on the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;Closing Date, (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice of any LIBOR Loan or Peso Loan in accordance with Section 1.7;2.4, and (d) the prepayment or other payment (including pursuant to Section 1.8after acceleration thereof for any reason) of a LIBOR Rate Loan on or 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 Peso Loan on a day that is not the last day of the applicable relevant Interest Period; , in each case other than a prepayment required pursuant to Section 3.2(b), including any such loss or expense arising from the liquidation or reemployment of funds obtained by it such Lender to maintain its LIBOR Rate Loans hereunder or Peso Loans, as the case may be (but excluding loss of the Applicable Margin for the period after any such payment or failure to borrow or prepay), or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 3.3(a), each LIBOR Rate Loan and Peso Loan made by a Lender (and each related reserve, special deposit or similar requirement) conclusively shall be conclusively deemed to have been funded at LIBOR (Reserve Adjusted) or the LIBOR used in determining the interest rate for Peso Rate (as applicable) applicable to such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any actual and documented loss or expense (but excluding lost profits) which such Lender may sustain or incur as a direct consequence of: (a) the failure of the Borrowers Borrower to make any 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 Borrowers Borrower to borrow, continue or convert borrow a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationNotice; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have Borrower has given a notice in accordance with Section 1.7;4.01(a)(i); or (d) the prepayment (including pursuant to Section 1.84.02) 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 12.26 and under subsection 10.3(aSection 2.06(a)(ii): each LIBOR Rate Loan that is made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 12.26 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such each Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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 that is not the last day of the applicable Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each --------------- Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationConversion/ Continuation that includes an Offshore Rate Loan; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.7;2.6; ----------- (d) the prepayment (including pursuant to Section 1.82.6) or ----------- other payment (including after acceleration thereof) of a LIBOR an Offshore Rate Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.5 of any LIBOR Offshore ----------- Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): Section 3.3(a), each LIBOR Offshore Rate Loan made by a Lender (and each -------------- related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Company agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of:: -47- (a) the failure of the Borrowers Company to make any payment borrow an IBOR Loan, or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers to borrow, continue or convert a Loan as or into an IBOR Loan, in any case after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (cb) the failure of the Borrowers Company to make any prepayment of an IBOR Loan after the Borrowers have Company has given a notice in accordance with Section 1.72.6; (dc) the prepayment (including pursuant to Section 1.82.7) of a LIBOR Rate an IBOR Loan on a day which is not the last day of the Interest Period with respect thereto; or (ed) the conversion pursuant to Section 1.6 2.4 of any LIBOR Rate IBOR Loan to a Base Rate Loan on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate IBOR Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 3.4 and under subsection 10.3(a): 3.3(a), each LIBOR Rate IBOR Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR IBOR used in determining the interest rate IBOR for such LIBOR Rate IBOR Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate IBOR Loan is in fact so funded.

Funding Losses. The Borrowers agree to Each Borrower shall reimburse each Lender upon demand and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers such Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof)Loan; (b) the failure of the Borrowers such Borrower to borrow, continue or convert a Loan after the such Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers such Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.10; (d) the any continuation, conversion, prepayment (including pursuant to Section 1.82.11) or other payment (including after acceleration thereof or pursuant to Section 2.08(c)) of a LIBOR an Offshore Rate Loan on a day which that is not the last day of the relevant Interest Period; (e) any assignment of an Offshore Rate Loan on a day other than the last day of the relevant Interest Period with respect theretoas a result of a request by the Company pursuant to Section 4.07; or (ef) the automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 10.4 4.05 and under subsection 10.3(a): Section 4.04(a), each LIBOR Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Offshore Base Rate used in determining the interest rate Offshore Rate for such LIBOR Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Offshore Rate Loan is was in fact so funded.

Funding Losses. The Borrowers agree to Borrower shall reimburse each Lender Bank and to hold each Lender Bank harmless from any loss or expense which such Lender the Bank may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make on a timely basis any payment or mandatory prepayment of principal of any Offshore Rate Committed Loan or LIBOR Rate Bid Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have given a notice in accordance with any notice delivered under Section 1.72.9; (d) the prepayment (including pursuant to Section 1.82.11) or other payment (including after acceleration thereof) of a an Offshore Rate Committed Loan, or 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 Bid Loan on a day that is not the last day of the applicable relevant Interest Period; or (e) the conversion of any Offshore Rate Committed Loan or LIBOR Bid Loan to a Base Rate Committed 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 its Offshore Rate Committed Loans or LIBOR Rate Bid Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained or from charges relating to any Canadian Dollar Loans. Solely for For purposes of calculating amounts payable by the Borrowers Borrower to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): Section 4.3(a), each Offshore Rate Committed Loan or LIBOR Rate Bid Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR LIBO Rate or the Offshore Rate used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.Bid or

Funding Losses. The Borrowers agree to Company shall reimburse each Lender and to hold each Lender harmless from any loss (other than loss of profits or the Applicable Margin) or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof)Eurodollar RateSOFR Loan; (b) the failure of the Borrowers Company to borrow, continue or convert a Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice of any Loan in accordance with any notice delivered under Section 1.7;2.09; or (d) the prepayment (including pursuant to Section 1.82.09) or other payment (including after acceleration thereof) 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 Eurodollar RateSOFR Loan on a day that is not the last day of the applicable relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Eurodollar RateSOFR Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained, but excluding any administrative fee or other amount chargeable by such Lender for the calculation of such loss. Solely for For purposes of calculating amounts payable by the Borrowers Company to the Lenders under this Section 10.4 3.04 and under subsection 10.3(a): Section 3.03(a), each LIBOR Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Eurodollar Rate used in determining the interest rate Eurodollar Rate for such LIBOR 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 LIBOR Eurodollar Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Company agrees to reimburse each Lender the Bank and to hold each Lender the Bank harmless from any loss or out-of-pocket expense which such Lender the Bank may sustain or incur as a direct consequence of: (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal in respect of any LIBOR Rate the Term Loan (for so long as the interest rate pertaining thereto is the LIBOR Rate), including payments made after any acceleration thereof); (b) the failure of the Borrowers Company to borrow, continue or convert a borrow the Term Loan after the Borrower Representative Company has given (a notice of borrowing or is deemed required to have given) a Notice of Borrowing or a Notice of Conversion/Continuationborrow such Term Loan; (c) the failure of the Borrowers Company to make any prepayment prepay the Term Loan (in whole or in part) based upon the LIBOR Rate after the Borrowers have Company has given a notice in accordance with Section 1.72.4; (d) any principal payment or prepayment in respect of the prepayment (including pursuant to Section 1.8) of a Term Loan based upon the 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 3.2(d) of any the Term Loan based upon the LIBOR Rate to the Term Loan to a Base based upon the Substitute Rate Loan on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans such Term Loan hereunder or from standard fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Company to the Lenders Bank under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate 3.4, such Term Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate Adjusted LIBOR Rate for such LIBOR Rate Term Loan by a matching deposit or other borrowing in the European interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Term Loan is in fact so funded.

Funding Losses. The Borrowers agree to applicable Borrower shall reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers such Borrower to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof)Eurocurrency Loan; (b) the failure of the Borrowers such Borrower to borrow, continue or convert a Revolving Loan after the such Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationContinuation except as set forth in subsection 2.05(b) or (c); (c) the failure of the Borrowers such Borrower to make any prepayment after the Borrowers have given a notice of any Loan in accordance with any notice delivered under Section 1.72.08; (d) the prepayment (including pursuant to Section 1.82.08 or 2.09) or other payment (including after acceleration thereof) by such Borrower of a LIBOR Rate Eurocurrency Loan on a day which that is not the last day of the relevant Interest Period with respect theretoPeriod; or (e) the automatic conversion pursuant to under Section 1.6 2.04 of any LIBOR Rate Eurocurrency Loan made to such Borrower to a Base Rate Loan on a day that is not the last day of the applicable relevant Interest Period; including any such foreign exchange loss or any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Eurocurrency Loans hereunder or from fees payable to terminate the deposits from which such funds were obtainedobtained or from charges relating to any Offshore Currency Loans. Solely for For purposes of calculating amounts payable by the Borrowers a Borrower to the Lenders under this Section 10.4 4.04 and under subsection 10.3(a): 4.03(a), each LIBOR Rate Eurocurrency Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Eurocurrency Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Eurocurrency Loan is in fact so funded.

Funding Losses. The Borrowers agree Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such the Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrowers Borrower to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrowers Borrower to make any prepayment after the Borrowers have 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, other than pursuant to subsection 10.2; or (e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period, other than pursuant to subsection 10.2; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Borrower to the Lenders under this Section 10.4 and under subsection Section 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree Company agrees to pay to the Administrative Agent, from time to time, for the account of the Banks, any amount that would be necessary to reimburse each Lender the Banks for, and to hold each Lender the Banks harmless from from, any loss or expense which such Lender the Banks may sustain or incur as a consequence of: : (a) the failure of the Borrowers Company to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof); ; (b) the failure of the Borrowers Company to borrow, continue or convert a Loan after the Borrower Representative Company has given (or is deemed to have given) a Borrowing Notice of Borrowing or a Notice of Conversion/Continuation; Continuation Notice; (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have Company has given a notice in accordance with Section 1.7; 2.6; (d) the prepayment (including pursuant to Section 1.82.7.2) 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 subsection 2.5 of any LIBOR Rate Loan to a Base Prime Rate Loan on a day that is not the last day of the applicable respective Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its the LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrowers Company to the Lenders Administrative Agent, for the account of the Banks, under this Section 10.4 and under subsection 10.3(a): 3.4, each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate LIBOR Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the applicable offshore dollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

Funding Losses. The Borrowers agree to Company shall reimburse each Lender Bank and to hold each Lender Bank harmless from any loss or expense which such Lender the Bank may sustain or incur as a consequence of: (a) the failure of the Borrowers Company to make on a timely basis any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof)Loan; (bi) the failure of the Borrowers Company to borrow, continue or convert a Committed Loan after the Borrower Representative Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; or (ii) the failure of the Company to borrow a LIBOR Bid Loan after it has accepted a Competitive Bid with respect thereto pursuant to subsection 2.6(e); (c) the failure of the Borrowers Company to make any prepayment after the Borrowers have given a notice of any Committed Loan in accordance with any notice delivered under Section 1.72.8; (d) the prepayment or repayment (including pursuant to Section 1.82.8 or 2.10) of a LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto; or or other payment (eincluding after acceleration thereof) the conversion pursuant to Section 1.6 of any LIBOR Loan or Absolute Rate Loan to a Base Rate Bid Loan on a day that is not the last day of the applicable relevant Interest Period; or (e) the automatic conversion under Section 2.4 of any LIBOR Committed Loan to a Base Rate Committed 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 its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for For purposes of any determination under Section 3.2 or calculating amounts payable by the Borrowers Company to the Lenders Banks under this Section 10.4 and under subsection 10.3(a): 3.3(a), each LIBOR Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR Base Rate used in determining the interest rate LIBOR Base Rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.