Common use of Funding Losses Clause in Contracts

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If the The Borrower hereby agrees that upon demand by any Affected Person (which demand shall be accompanied by a statement setting forth in reasonable detail (1) makes any payment the calculations of principal with respect to any Loan on any day other than on a Quarterly Payment Datethe amount being claimed, (2) fails to borrow the basis therefor and (3) the event by reason of which it has become so entitled) it will indemnify such Affected Person on an after-tax basis against any Loans after loss or expense which such Affected Person may sustain or incur, as reasonably determined by such Affected Person, as a result of any voluntary prepayment of any Advance for which two Business Days’ prior written notice thereof has been given to any Lender was not delivered in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender2.4(a)(i) or any mandatory prepayment of any Advance, on the Distribution Date following the date on which the Affected Person provides notice of such event to the Borrower and the Collateral Manager (3provided that such notice is delivered on or prior to the third Business Day prior to such Distribution Date and otherwise on the Distribution Date following such Distribution Date); provided that if such demand is delivered after the later of (x) fails to prepay any Loans 180 days after notice thereof has been given to any Lender in accordance with Section 2.7 such loss or expense requested hereunder was incurred and not revoked as permitted in this Agreement, then, in any (y) 30 days after the applicable Affected Person had knowledge of such eventloss or expense, the Borrower shall compensate each Lender for the losshave no obligation to indemnify such Affected Person against such loss or expense. Such written statement shall, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case absence of any payment manifest error, be rebuttably presumptive evidence of principal with respect the subject matter thereof. The amount to be paid by the Borrower to any Loan on Affected Person in order to so indemnify such Affected Person for any day other than on a Quarterly Payment Dateloss occasioned by any of the events described in this paragraph, and as liquidated damages therefor, shall be equal to the amount, if any, by which excess of (i) the reasonable and documented losses, costs and expenses amount of Yield which otherwise would have accrued on the principal amount so paid or prepaid during the period (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously “Indemnity Period”) commencing with the prepaymentdate of such payment or prepayment and ending on the next Distribution Date (provided that such payment or prepayment is made on or prior to the third Business Day prior to such Distribution Date and otherwise on the Distribution Date following such Distribution Date), but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the amount of income, if any, received by the applicable Affected Person during the Indemnity Period from the investment by such Lender from such Lender’s investment Affected Person of the proceeds of such prepayment principal amount so paid or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsprepaid.

Funding Losses. If the Borrower shall (1a) makes repay or prepay any payment of principal with respect to any Loan LIBOR Loans on any day other than on the last day of an Interest Period for such Loans (including as a Quarterly Payment Dateresult of an assignment effected pursuant to Section 2.9.2), (2b) fails fail to borrow any LIBOR Loans in accordance with a Notice of Revolving Borrowing delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice thereof has been given become irrevocable, (c) fail to convert any Base Rate Loans into LIBOR Loans in accordance with a Notice of Conversion of Loan Type delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (d) fail to continue a LIBOR Loan in accordance with a Confirmation of Interest Period Selection after such notice of confirmation has become irrevocable or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, Borrower shall, within 30 days after demand by any Lender (other than in the case of the costs covered by the parenthetical clause under clause (a) above, which shall be paid in accordance with Section 2.2 2.9.2), reimburse such Lender for all reasonable costs and not revoked as permitted in this Agreement losses incurred by such Lender (other than “Liquidation Costs”) due to such payment, prepayment or failure. Borrower understands that such costs and losses may include losses incurred by a Lender as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 funding and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired contracts entered into by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source LIBOR Loans (other than non-receipt of the Borrowing being prepaid simultaneously with the prepayment, but excluding Applicable Rate in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment respect of the proceeds interest rate on LIBOR Loans). Each Lender demanding payment under this Section 2.8 shall deliver to Borrower a certificate setting forth in reasonable detail the amount of costs and losses for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of demonstrable error, be conclusive and binding as to the amount of such prepayment or (b) in the case loss for purposes of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsthis Agreement.

Funding Losses. If Notwithstanding any provision contained in this Agreement to the Borrower contrary, (1a) makes if for any reasons there occurs any payment of principal or conversion with respect to any LIBOR Loan (pursuant to Sections 2 or 7 or otherwise) on any day other than on the last day of the Interest Period applicable thereto (including as a Quarterly Payment Dateconsequence of any assignment made pursuant to Section 2.19 or any acceleration of the Loans under Section 7), (2b) if Borrower fails to borrow or pay any Loans LIBOR Loan after notice thereof has been given by Borrower to any Lender the Administrative Agent in accordance with Section 2.2 and not revoked as permitted 2.02, 2.04, 2.08 or otherwise, (c) if Borrower fails to make any prepayment of any LIBOR Loan on the date specified in this Agreement a notice of prepayment given by Borrower, (d) if there is any other failure by Borrower to make any payments with respect to LIBOR Loans when due hereunder or (e) any assignment of a LIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a default request by the Borrower pursuant to Section 2.19, Borrower shall reimburse each Bank on demand for any Lender) resulting losses and expenses incurred by it, including, without limitation, any losses incurred in obtaining, liquidating or (3) fails to prepay employing deposits from third parties but excluding any Loans loss of margin for the period after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense payment; provided that (Ii) shall include (a) in the case of any payment of principal with respect to losses resulting from the circumstances described in clause (a), Borrower shall not reimburse any Loan on any day other than on Bank if such losses are the result of a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired default by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed Bank and (ii) such Bank shall have delivered to Borrower a certificate setting forth in reasonable detail the income, if any, received by such Lender from such Lender’s investment calculation of the proceeds amount of such prepayment or (b) losses and expenses, which calculation shall be conclusive in the case absence of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsmanifest error.

Funding Losses. If the Borrower shall (1a) makes repay or prepay any payment of principal with respect to any Loan LIBOR Loans on any day other than on a Quarterly Payment Datethe last day of an Interest Period for such Loans, (2b) fails fail to borrow any LIBOR Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement a Notice of Borrowing delivered to Administrative Agent (other than whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (c) fail to convert any Base Rate Loans into LIBOR Loans, as applicable, in accordance with a default Notice of Conversion of Loan Type delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (d) fail to continue a LIBOR Loan in accordance with a Confirmation of Interest Period Selection after such notice of confirmation has become irrevocable, or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, Borrower shall, within 30 days after demand by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any reimburse such event, the Borrower shall compensate each Lender for the loss, cost all reasonable costs and expense attributable losses incurred by such Lender (“Liquidation Costs”) due to such eventpayment, prepayment or failure. In the case of a Eurodollar Rate Loan, Borrower understands that such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those losses may include losses incurred by reason a Lender as a result of the liquidation or reemployment of deposits or funding and other funds acquired contracts entered into by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source LIBOR Loans (other than non receipt of the Borrowing being prepaid simultaneously with Applicable Margin). Each Lender demanding payment under this Section 2.7 shall deliver to Borrower a certificate setting forth in reasonable detail the prepaymentamount of costs and losses for which demand is made. Such a certificate so delivered to Borrower shall, but excluding in any event the loss absence of anticipated profits) sustained by such Lender exceed (ii) demonstrable error, be conclusive and binding as to the income, if any, received by such Lender from such Lender’s investment of the proceeds amount of such prepayment or (b) in the case loss for purposes of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsthis Agreement.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Term SOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments. In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (b) the conversion of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 11.5, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof.

Funding Losses. If (a) The Company shall reimburse the Borrower Lender and hold the Lender harmless from (1) makes any in each case by prompt payment of principal with respect any relevant amounts to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any the Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense that the Lender may sustain or incur, including any loss incurred in obtaining, liquidating or redeploying deposits bearing interest by reference to LIBOR from third parties (I“Funding Losses”) shall include (a) in the case as a consequence of any payment of principal with respect to any Loan on any day other than on the following events (each a Quarterly Payment Date, the amount, if any, by which “Breakage Event”): (i) the reasonable and documented losses, costs and expenses failure of the Company to make on a timely basis any scheduled payment of principal of the Loan; (ii) the failure of the Company to borrow the Loan on the Closing Date proposed in the Notice of Borrowing; (iii) the failure of the Company to make any voluntary prepayment in accordance with any notice delivered under Section 2.04 (Voluntary Prepayments) or mandatory prepayment in accordance with Section 2.05 (Mandatory Prepayments); or (iv) the prepayment or repayment (including those incurred by reason pursuant to Section 2.04 (Voluntary Prepayments), Section 2.05 (Mandatory Prepayments) or Section 2.06 (Repayment of the Loan), but not including any mandatory prepayments pursuant to Section 2.05(b)) or other payment (including after acceleration thereof) of the Loan on a day that is not the last day of the relevant Interest Period therefor (including as a result of the replacement of the Lender with a Substitute Lender pursuant to Section 3.09 (Substitution of Lender); including in each case (x) any such loss or expense arising from the liquidation or reemployment of deposits or other funds acquired obtained by such the Lender to fund maintain the Loan being repaid or from fees payable to terminate the deposits from which such funds were obtained and (y) any customary and reasonable administrative fees charged by reason the Lender in connection therewith. (b) The Funding Losses to the Lender shall be deemed to include an amount determined by the Lender to be the excess, if any, of a CP Lender’s inability to retire (i) the source amount of interest that would have accrued on the principal amount of the Borrowing being prepaid simultaneously with Loan had such event not occurred, at an amount equal to LIBOR for the prepaymentInterest Period during which such Breakage Event occurs, but excluding in any event for the loss period from the date of anticipated profits) sustained by such Lender exceed Breakage Event to the end of the then current Interest Period therefor, over (ii) the incomeamount of interest that would accrue on such principal amount for such period at the interest rate which the Lender determines in good faith would bid were it to bid, if any, received by such Lender from such Lender’s investment of at the proceeds beginning of such prepayment or (b) period, for US Dollar deposits of a comparable amount and period from other banks in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsEurodollar market.

Funding Losses. If the Borrower shall (1a) makes repay or prepay any payment of principal with respect to any Loan LIBOR Loans on any day other than on the last day of an Interest Period for such Loans (including as a Quarterly Payment Dateresult of an assignment effected pursuant to Section 2.9.2), (2b) fails fail to borrow satisfy the applicable conditions for the Borrowing on the date of this Agreement, (c) fail to convert any Base Rate Loans into LIBOR Loans in accordance with a Notice of Conversion of Loan Type delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice thereof has been given become irrevocable, (d) fail to continue a LIBOR Loan in accordance with a Confirmation of Interest Period Selection after such notice of confirmation has become irrevocable or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, Borrower shall, within 30 days after demand by any Lender (other than in the case of the costs covered by the parenthetical clause under clause (a) above, which shall be paid in accordance with Section 2.2 2.9.2), reimburse such Lender for all reasonable costs and not revoked as permitted in this Agreement losses incurred by such Lender (other than “Liquidation Costs”) due to such payment, prepayment or failure. Borrower understands that such costs and losses may include losses incurred by a Lender as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 funding and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired contracts entered into by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source LIBOR Loans (other than non-receipt of the Borrowing being prepaid simultaneously with the prepayment, but excluding Applicable Rate in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment respect of the proceeds interest rate on LIBOR Loans). Each Lender demanding payment under this Section 2.8 shall deliver to Borrower a certificate setting forth in reasonable detail the amount of costs and losses for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of demonstrable error, be conclusive and binding as to the amount of such prepayment or (b) in the case loss for purposes of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsthis Agreement.

Funding Losses. If the Borrower shall (1a) makes repay or prepay any payment of principal with respect to any Loan SOFR Loans on any day other than on the last day of an Interest Period for such Loans (including as a Quarterly Payment Dateresult of an assignment effected pursuant to Section 2.9.2), (2b) fails fail to borrow any SOFR Loans in accordance with a Notice of Revolving Borrowing delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice thereof has been given become irrevocable, (c) fail to convert any Base Rate Loans into SOFR Loans in accordance with a Notice of Conversion of Loan Type delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (d) fail to continue a SOFR Loan in accordance with a Confirmation of Interest Period Selection after such notice of confirmation has become irrevocable or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, Borrower shall, within 30 days after demand by any Lender (other than in the case of the costs covered by the parenthetical clause under clause (a) above, which shall be paid in accordance with Section 2.2 2.9.2), reimburse such Lender for all reasonable costs and not revoked as permitted in this Agreement losses incurred by such Lender (other than “Liquidation Costs”) due to such payment, prepayment or failure. Borrower understands that such costs and losses may include losses incurred by a Lender as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 funding and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired contracts entered into by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source SOFR Loans (other than non-receipt of the Borrowing being prepaid simultaneously with the prepayment, but excluding Applicable Rate in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment respect of the proceeds interest rate on SOFR Loans). Each Lender demanding payment under this Section 2.8 shall deliver to Borrower a certificate setting forth in reasonable detail the amount of costs and losses for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of demonstrable error, be conclusive and binding as to the amount of such prepayment or (b) in the case loss for purposes of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsthis Agreement.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Term SOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If The Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense (other than any anticipated lost profits) which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower (1) makes to make any payment or mandatory prepayment of principal with respect of any LIBOR Rate Loan (including payments made after any acceleration thereof); (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any Loan on any day other than on prepayment after the Borrower has given a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and 1.7; (d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not revoked as permitted in this Agreement 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 (other than as a result of a default by any Lenderanticipated lost profits) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of 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 or other from which such funds acquired by were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender to fund the Loan being repaid or by reason shall have notified Agent of a CP Lender’s inability to retire the source any such expense within two (2) Business Days of the Borrowing being prepaid simultaneously with date on which such expense was incurred; provided, however, that the prepayment, but excluding in Borrower shall not be required to compensate any event Lender pursuant to this Section 10.4 for any amounts incurred more than six (6) months prior to the loss of anticipated profits) sustained by date such Lender exceed (ii) notifies the income, if any, received by such Lender from Borrower of such Lender’s investment intention to claim compensation therefor. Solely for purposes of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsLenders 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. If Notwithstanding any provision contained in this Agreement to the Borrower contrary, (1a) makes if for any reason there occurs any payment of principal or conversion with respect to any LIBOR Loan (pursuant to Sections 2 or 7 or otherwise) on any day other than on the last day of the Interest Period applicable thereto (including as a Quarterly Payment Dateconsequence of any assignment made pursuant to Section 2.19 or any acceleration of the Loans under Section 7), (2b) if the Borrower fails to borrow or pay any Loans LIBOR Loan after notice thereof has been given by the Borrower to any Lender the Administrative Agent in accordance with Section 2.2 and not revoked as permitted 2.02, 2.04, 2.08 or otherwise, (c) if the Borrower fails to make any prepayment of any LIBOR Loan on the date specified in this Agreement a notice of prepayment given by the Borrower, (d) if there is any other failure by the Borrower to make any payments with respect to LIBOR Loans when due hereunder or (e) any assignment of a LIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a default request by any Lender) or (3) fails the Borrower pursuant to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event2.19, the Borrower shall compensate reimburse each Lender Bank on demand for any resulting losses and expenses incurred by it, including, without limitation, any losses incurred in obtaining, liquidating or employing deposits from third parties but excluding any loss of margin for the loss, cost and expense attributable to period after any such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense payment; provided that (Ii) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Datelosses resulting from the circumstances described in clause (a), the amount, Borrower shall not reimburse any Bank if any, by which (i) such losses are the reasonable and documented losses, costs and expenses (including those incurred by reason result of the liquidation or reemployment of deposits or other funds acquired a default by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed Bank and (ii) such Bank shall have delivered to the income, if any, received by such Lender from such Lender’s investment Borrower a certificate setting forth in reasonable detail the calculation of the proceeds amount of such prepayment or (b) losses and expenses, which calculation shall be conclusive in the case absence of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsmanifest error.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate each Lender Lender, upon such Lender’s delivery of a written demand therefor to the Borrower, with a copy to the Administrative Agent and the Collateral Agent (which demand shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for the all reasonable losses, expenses and liabilities (including, without limitation, any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or other funds acquired required by such Lender it to fund the Loan being repaid make or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding carry its Eurodollar Loans and including loss of anticipated profits), costs or expenses incurred by that such Lender sustains: (a) if for any reason of the liquidation or reemployment of deposits or (other funds acquired than a default by such Lender to fund the Loan to be made by such Lender as part of the Lender) a Borrowing requested of, or conversion from or into, or a continuation of, Eurodollar Loans does not occur on a date specified therefor in such a Notice of Borrowing when such Loanor Notice of Conversion or Notice of Continuation (whether or not rescinded, as canceled or withdrawn or deemed rescinded, canceled or withdrawn), (b) if any repayment (including payment after acceleration) or conversion of any of its Eurodollar Loans occurs on a result date which is not the last day of such failurethe Interest Period applicable thereto, (c) if any prepayment of any of its Eurodollar Loans is not made on such any date exceed specified in a notice of prepayment given by the Borrower, or (iid) as a consequence of any default by the income, if any, received Borrower in repaying its Eurodollar Loans or any other amounts owing hereunder in respect of its Eurodollar Loans when required by the terms of this Agreement. Calculation by a Lender of all amounts payable to such Lender under this Section shall be made on the assumption that such Lender has funded its relevant Eurodollar Loan through the purchase of a deposit, bearing interest at the Eurodollar Rate, in an amount equal to the amount of such Eurodollar Loan, with a maturity equivalent to the Interest Period applicable to such Eurodollar Loan and through the transfer of such deposit from an offshore office of such Lender to such Lender’s investment of funds acquired by such Domestic Lending Office, provided that each Lender to may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the Loan to foregoing assumption shall only be made as part of such Borrowing and (II) shall constitute Increased Costs in order to calculate amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsunder this Section.

Funding Losses. If Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any actual cost or expense incurred by it in connection with the Borrower’s Loans as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (1for a reason other than the failure of such Lender to make a Loan) makes any payment of principal with respect to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than the last day of the Interest Period therefor as a result of a default request by the Borrower pursuant to Section 10.15; including any Lender) loss of anticipated profits and any loss or (3) fails expense arising from the liquidation or reemployment of funds obtained by it to prepay any Loans after notice thereof has been given maintain such Loan or from fees payable to any Lender in accordance with Section 2.7 terminate the deposits from which such funds were obtained as well as foreign exchange losses, based on customary funding and not revoked as permitted in this Agreement, then, in any such eventforeign exchange hedging arrangements. Notwithstanding the foregoing, the Borrower shall compensate each not have any obligation to pay any Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include any amount arising under subsection (a) in to the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, extent that such amount exceeds the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason present value of the liquidation or reemployment of deposits or other funds acquired by additional interest which would have been payable to such Lender to fund if the applicable Loan being repaid had not been prematurely continued, converted, paid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed exceeds (ii) the income, if any, present value of the interest which would have been receivable by such Lender as a result of placing the amount so received by such Lender from such Lender’s investment as a consequence of the proceeds continuation, conversion, payment or prepayment of such prepayment or (b) Loan on deposit in the case applicable offshore Dollar interbank market for a term equal to the number of days remaining in the Interest Period related to such Loan. For purposes of calculating the present value of any failure interest payments referred in the immediately preceding sentence, such interest payments shall be discounted at a rate equal to borrowthe sum of (x) the Eurodollar Rate in effect on the date two Business Days prior to the date the Borrower continues, converts, pays or prepays any Loan in the amount, if any, by which manner described in subsection (i) any losses (excluding loss of anticipated profitsa), costs or expenses incurred by reason of and (y) the liquidation or reemployment of deposits or other funds acquired Applicable Rate for Eurodollar Rate Loans. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. The foregoing indemnity shall not apply to fund the Loan to be made by such Lender as part any special, incidental or consequential damages. For purposes of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsLenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Fixed Rate Loan (pursuant to Article 2, 6 or 8 or otherwise) on any day other than on a Quarterly Payment Datethe last day of the Interest Period applicable thereto, (2) or if the Borrower fails to borrow borrow, prepay, Convert into or Continue any Fixed Rate Loans after notice thereof has been given to any Lender Bank in accordance with Section 2.2 and not revoked as permitted in this Agreement (2.4(a) or 2.11(d), or the Borrower Converts or Continues any Fixed Rate Loan other than as a result on the last day of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventthe Interest Period applicable thereto, the Borrower shall compensate reimburse each Lender Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the lossperiod after any such payment, cost and expense attributable failure to borrow, prepay, Convert or Continue or Conversion or Continuation, provided that such eventBank shall have delivered to the Borrower a written request as to the amount of such loss or expense, which written request shall be conclusive in the absence of manifest error. In Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the principal amount so paid, prepaid, Continued, Converted or not borrowed, Converted or Continued for the period from the date of such payment, prepayment, failure to borrow, Convert or Continue, Conversion or Continuation to the last day of the then current Interest Period for such Loan (or, in the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amountInterest Period for such Loan that would have commenced on the date specified for such borrowing, if any, by which (iConversion or Continuation) any losses at the applicable rate of interest for such Loan provided for herein (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed margin) over (ii) the income, amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the amount such Bank would have bid in the London interbank market (if any, received such Loan is a Euro-Dollar Loan or a Money Market LIBOR Loan) or the United States secondary certificate of deposit market (if such Loan is a Money Market Absolute Rate Loan) for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsBank).

Funding Losses. If Borrower shall indemnify the Agent and the Lenders against any loss or reasonable expense (such loss or expense is referred to herein as a “Funding Loss” such term including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or redeploying deposits from third parties acquired to effect or maintain such Borrowing or any part thereof as a Eurodollar Borrowing) which Lender may sustain or incur as a consequence of (i) any failure by Borrower (1) makes to fulfill on the date of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateBorrowing hereunder the applicable conditions set forth in Section 7, (2ii) fails any failure by Borrower to borrow any Loans hereunder or to convert Borrowings hereunder after notice thereof a Notice of Borrowing has been given to given, (iii) any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result payment, prepayment, or conversion of a default Eurodollar Borrowing required or permitted by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in other provisions of this Agreement, thenincluding, without limitation, payments made due to the acceleration of the maturity of the Borrowings pursuant to Section 11.2, or otherwise made on a date other than the last day of the applicable Interest Period, (iv) any default in the payment or prepayment of the principal amount of any Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or (v) the occurrence of an Event of Default. The term “Funding Loss” includes, without limitation, an amount equal to the excess, if any, as determined by such Lender of (A) its cost of obtaining the funds for the Borrowing being paid, prepaid or converted or not borrowed or converted (based on the Adjusted Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment or conversion or failure to borrow or convert to the last day of the Interest Period for such Borrowing (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost failure to borrow or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateconvert, the amount, if any, by Interest Period for the Borrowing which would have commenced on the date of such failure to borrow or convert) over (iB) the reasonable and documented losses, costs and expenses amount of interest (including those incurred as estimated by reason of the liquidation or reemployment of deposits or other funds acquired such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or converted or not borrowed or converted for such period or Interest Period, as the case may be. A certificate of Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan being repaid or by reason of receive pursuant to this Section 2.16(e), together with a CP Lender’s inability to retire the source description in reasonable detail of the Borrowing being prepaid simultaneously with the prepaymentmanner in which such amounts have been calculated, but excluding in any event the loss of anticipated profits) sustained by shall be delivered to Borrower and shall be conclusive, absent manifest error. Borrower shall pay to such Lender exceed the amount shown as due on any certificate within five (ii5) the income, if any, received by such Lender from such Lender’s investment Business Days after its receipt of the proceeds same. Notwithstanding the foregoing, in no event shall Lender be permitted to receive any compensation hereunder constituting interest in excess of such prepayment or (b) in the case Maximum Rate. Without prejudice to the survival of any failure to borrowother obligations of Borrower hereunder, the amount, if any, by which (iobligations of Borrower under this Section 2.16(e) any losses (excluding loss shall survive the termination of anticipated profits), costs or expenses incurred by reason this Agreement and/or the payment of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNotes.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to Base Rent or any Loan portion of a Lease Balance is made on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement the last day of an Interest Period applicable thereto (other than as a result of a default by any Lender) or (3) fails the failure of the Lessor and each Liquidity Provider to prepay any Loans after notice thereof has been given to any Lender act in accordance with Section 2.7 the provisions of the Operative Documents), the Lessee shall reimburse the Lessor, each Conduit and not revoked as permitted each Liquidity Provider within fifteen (15) days after demand for any resulting loss or expense incurred by it, including (without limitation) any loss incurred in this Agreementobtaining, thenliquidating or employing deposits from third parties, in but excluding loss of margin for the period after any such eventpayment or conversion or failure to borrow or prepay, provided that the Borrower Lessor, such Conduit and such Liquidity Provider shall compensate each Lender have delivered to the Lessee a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error, and provided, further, that such loss shall in no event exceed the then effective Lease Rate which would have been payable for the loss, cost and expense attributable to balance of such eventInterest Period. In the case event that the Lessee pays any portion of a Eurodollar Rate Loanthe Lease Balance allocated to one or more CP Tranches prior to the maturity date thereof, the Lessee shall pay to the Lessor for the account of each Conduit the interest that would have accrued on its CP Tranches at the applicable CP Rates to such loss, cost or expense (I) maturity dates. Any amount paid to the Lessor pursuant to the preceding sentence shall include be invested in Permitted Investments of the type described in clause (a) in of the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Datedefinition thereof, which investments shall mature as close as possible to, but not later than, the amountdate such CP Tranche(s) mature. All earnings on such Permitted Investments shall be paid over to the Lessee provided that no Event of Default has occurred and is continuing. The Lessor will, if any, by which (i) at the reasonable and documented losses, costs and expenses (including those incurred by reason request of the liquidation or reemployment of deposits or other funds acquired by Lessee, furnish such Lender to fund additional information concerning the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds determination of such prepayment or (b) in loss as the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsLessee may reasonably request.

Funding Losses. If the Borrower shall (1a) makes repay or prepay any payment of principal with respect to any Loan LIBOR Loans on any day other than on the last day of an Interest Period for such Loans (including as a Quarterly Payment Dateresult of an assignment effected pursuant to Section 2.9.2), (2b) fails fail to borrow any LIBOR Loans in accordance with a Notice of Revolving Borrowing delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice thereof has been given become irrevocable, (c) fail to convert any ABR Loans into LIBOR Loans in accordance with a Notice of Conversion of Loan Type delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (d) fail to continue a LIBOR Loan in accordance with a Confirmation of Interest Period Selection after such notice of confirmation has become irrevocable or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, Borrower shall, within 30 days after demand by any Lender (other than in the case of the costs covered by the parenthetical clause under clause (a) above, which shall be paid in accordance with Section 2.2 2.9.2), reimburse such Lender for all reasonable costs and not revoked as permitted in this Agreement losses incurred by such Lender (other than “Liquidation Costs”) due to such payment, prepayment or failure. Borrower understands that such costs and losses may include losses incurred by a Lender as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 funding and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired contracts entered into by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source LIBOR Loans (other than non-receipt of the Borrowing being prepaid simultaneously with the prepayment, but excluding Applicable Rate in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment respect of the proceeds interest rate on LIBOR Loans). Each Lender demanding payment under this Section 2.8 shall deliver to Borrower a certificate setting forth in reasonable detail the amount of costs and losses for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of demonstrable error, be conclusive and binding as to the amount of such prepayment or (b) in the case loss for purposes of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsthis Agreement.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Fixed Rate Loan (pursuant to Article 2, 6 or 8 or otherwise) on any day other than on a Quarterly Payment Datethe last day of the Interest Period applicable thereto, (2) or if the Borrower fails to borrow borrow, prepay, Convert into or Continue any Fixed Rate Loans after notice thereof has been given to any Lender Bank in accordance with Section 2.2 and not revoked as permitted in this Agreement (2.4(a) or 2.11(d), or the Borrower Converts or Continues any Fixed Rate Loan other than as a result on the last day of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventthe Interest Period applicable thereto, the Borrower shall compensate reimburse each Lender Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the lossperiod after any such payment, cost and expense attributable failure to borrow, prepay, Convert or Continue or Conversion or Continuation, provided that such eventBank shall have delivered to the Borrower a written request as to the amount of such loss or expense, which written request shall be conclusive in the absence of manifest error. In Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the principal amount so paid, prepaid, Continued, Converted or not borrowed, Converted or Continued for the period from the date of such payment, prepayment, failure to borrow, Convert or Continue, Conversion or Continuation to the last day of the then current Interest Period for such Loan (or, in the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amountInterest Period for such Loan that would have commenced on the date specified for such borrowing, if any, by which (iConversion or Continuation) any losses at the applicable rate of interest for such Loan provided for herein (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed margin) over (ii) the income, if any, received by amount of interest that otherwise would have accrued on such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant principal amount at a rate per annum equal to the Priority interest component of Paymentsthe amount such Bank would have bid in the London interbank market.

Funding Losses. If The Borrower shall pay to the Borrower Administrative Agent for the account of each Lender, upon the request of such Lender through the Administrative Agent, such amount as shall be sufficient (1) makes any payment in the reasonable opinion of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any such Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the any loss, cost and or expense attributable to such event. In (excluding the case loss of a Eurodollar Rate Loanany anticipated profits, but including any such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of arising from the liquidation or reemployment of deposits or other funds acquired obtained by such Lender to fund its Loan, or from fees payable to terminate the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepaymentdeposits from which such funds were obtained or, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure by the Borrower to borrowborrow any Loan from any Funding Lender, the amountany loss, if any, by which (i) any losses (excluding loss of anticipated profits), costs cost or expenses expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such a Funding Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of the unwinding of any Foreign Exchange Contract entered into pursuant to Section 2.3(b)) that such failure, Lender determines is attributable to: (a) any optional or mandatory prepayment (including as a result of an acceleration due to an Event of Default pursuant to Section 9.1) of the Loans made by the Borrower for any reason on a date other than a Payment Date occurring on a date that is not made on such date exceed the last day of an Interest Period, or (iib) the incomefailure by the Borrower to borrow any Loan from any Funding Lender or Non-Funding Lender for any reason (including the failure of any of the conditions precedent specified in Article VI to be satisfied) on the Closing Date, if anyor (c) any failure to prepay the Loans (or any portion thereof) in accordance with a notice of prepayment under Section 3.3 or Section 3.4, received as applicable. Each Lender shall furnish to the Administrative Agent (with a copy to the Borrower) a notice setting forth the basis and amount of each request by such Lender from such Lender’s investment of funds acquired by such Lender for compensation under this Section, which notice shall provide reasonable detail as to fund the Loan to be made as part calculation of such Borrowing loss, cost or expense, and (II) shall constitute Increased Costs be conclusive evidence of its entitlement to such compensation and shall be binding upon the Borrower in the absence of manifest error and such amounts shall be payable by the Borrower on promptly (and, in any event, within five (5) Business Days) after receipt of such notice (or, if such compensation relates to future dates, by no later than the next Quarterly Payment Date pursuant to the Priority of Paymentsapplicable dates indicated in such notice).

Funding Losses. If The 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 Borrower (1) makes to make any payment or mandatory prepayment of principal with respect of any SOFR Loan (including payments made after any acceleration thereof); (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any Loan on any day other than on prepayment after the Borrower has given a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and 1.7; (d) the prepayment (including pursuant to Section 1.8) of a SOFR Loan on a day which is not revoked as permitted in this Agreement the last day of the Interest Period with respect thereto; or (other than e) the conversion pursuant to Section 1.6 of any SOFR Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period (including as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in an Event of Default); including any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of arising from the liquidation or reemployment of funds obtained by it to maintain its SOFR Loans hereunder or from fees payable to terminate the deposits or other from which such funds acquired by were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender to fund shall have notified the Loan being repaid or by reason Applicable Agent of a CP Lender’s inability to retire the source any such expense within two (2) Business Days of the Borrowing being prepaid simultaneously with date on which such expense was incurred. For the prepayment, but excluding in any event the loss avoidance of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrowdoubt, the amount, if any, by which (i) Administrative Agent shall have no responsibility for calculating any losses (excluding loss amount due pursuant to this Section 10.4. Solely for purposes of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsLenders under this Section 10.4 and under subsection 10.3(a): each SOFR Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the SOFR used in determining the interest rate for such SOFR Loan by a matching deposit or other borrowing in the interbank market for a comparable amount and for a comparable period, whether or not such SOFR Loan is in fact so funded.

Funding Losses. If In the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to event any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by shall reasonably incur any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid make, continue or by reason of a CP Lender’s inability to retire the source maintain any portion of the Borrowing being prepaid simultaneously with the prepaymentprincipal amount of any Loan as, but excluding in or to convert any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment portion of the proceeds principal amount of such any Loan into, a LIBO Rate Loan) as a result of (a) any conversion or repayment or prepayment of the principal amount of any LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 3.1 or otherwise, (b) any Loans not being made as LIBO Rate Loans in accordance with the case Borrowing Request therefor, (c) any Loans not being made or continued as, or continued into, LIBO Rate Loans as a result of a withdrawn or revoked Borrowing Request or Continuation/Conversion Notice or for any other reason (other than a default by any Lender or the Administrative Agent), or (d) any Loans not being continued as, or converted into, LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor, then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, promptly after its receipt thereof, pay to the Administrative Agent for the account of such Lender such amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to borrowconvert or failure to continue, the amountincluding any loss, if any, by which (i) any losses cost or expense (excluding loss of anticipated profits), costs or expenses ) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such any Lender to fund or maintain such LIBO Rate Loan. Such written notice (which shall set forth in reasonable detail the Loan to basis for requesting such amount and include calculations in reasonable detail in support thereof) shall, in the absence of clearly demonstrable error, be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing conclusive and (II) shall constitute Increased Costs payable by the Borrower binding on the next Quarterly Payment Date pursuant to the Priority of PaymentsBorrower.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, upon written demand therefor from a Lender the Borrower shall compensate each Lender for the any resulting loss, cost and expense reasonably and actually incurred and attributable to such event. In the case of a Eurodollar Rate Term SOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such LenderLxxxxx’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If Except in connection with a mandatory prepayment pursuant to Section 8.2(a) or (b), if the Borrower (1) makes makes, or the Lender otherwise receives, any payment in respect of principal with respect to of any Loan on any day Advance other than on a Quarterly Payment Datethe first day of an Interest Period, the Borrower and AutoBond shall, jointly and severally, indemnify the Lender for any loss, or expense (2"Funding Loss") fails to borrow any Loans after notice thereof has been given to any incurred by the Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by thereof, including without limitation, lost profit and any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case from employing, obtaining or liquidating deposits from third parties. The amount of any payment Funding Loss shall be determined in good faith by the Lender. If the Borrower, within 30 days after receiving a notice of principal with respect to any Loan on any day other than on a Quarterly Payment Datethe amount of such Funding Loss, disputes, the amountamount set forth in such notice, if anythe Lender and the Borrower shall consult in good faith to resolve such dispute. If such consultation does not resolve such dispute within 45 days (or such longer period as the Lender and the Borrower may then agree) after the Lender shall have provided the Borrower with such notice, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason Borrower may request that the Lender furnish to an Independent Accountant all information reasonably necessary to permit the confirmation of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source accuracy of the Borrowing being prepaid simultaneously Lender's computation of the Funding Losses described in such notice. Within 30 days of the receipt of such information, the Independent Accountant either shall confirm the accuracy of such computation or shall notify the Lender and the Borrower that such computation proposed by the Lender is inaccurate. In the latter event, the Lender shall consult with the prepayment, but excluding in any event Borrower and the loss of anticipated profits) sustained by such Lender exceed (ii) Independent Account as to the income, if any, received by such Lender from such Lender’s investment proper computation of the proceeds Funding Losses, whereupon the Lender shall recompute the Funding Losses in such a manner as shall enable the Independent Accountant to confirm their accuracy. The Borrower and the Lender agree that the sole responsibility of such prepayment or (b) in the case Independent Accountant shall be to verify the calculation of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss Funding Losses and that matters of anticipated profits), costs or interpretation of the Program Documents are not within the scope of its responsibilities. All expenses incurred by reason the Lender and the Borrower in connection with the verification procedures described in this Section 15.3 (including the fees and expenses of the liquidation or reemployment Independent Accountant) shall be paid by the Borrower. Any information provided to the Independent Accountant by the Lender shall be and remain the exclusive property of deposits or other funds acquired the Lender and shall be deemed by such Lender to fund the Loan parties to be made by (and the Independent Accountant shall confirm in writing that it will treat such Lender as part information as) the private, proprietary and confidential property of the Borrowing requested in Lender, and no Person other than the Lender and the Independent Accountant shall be entitled thereto or to any review thereof, and all such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to information shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant returned to the Priority Lender contemporaneously with the completion of Paymentsthe verification procedure.

Funding Losses. If In the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to event any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by shall incur any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund make, continue or maintain any portion of the principal amount of any Loan being repaid as, or by reason to convert any portion of the principal amount of any Loan into, a Eurodollar Rate Loan) as a result of: (a) repayment or prepayment of the principal amount of any Eurodollar Rate Loans on a date other than the last day of the Interest Period applicable thereto, whether pursuant to Section 2.8 or otherwise, or the compulsory assignment of a CP Lender’s inability Eurodollar Rate Loan of a Non-Consenting Lender pursuant to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or Section 9.1; (b) any conversion of all or any portion of the outstanding principal amount of any Eurodollar Rate Loans to Base Rate Loans prior to the expiration of the Interest Period then applicable thereto; (c) any Loans not being made as Eurodollar Rate Loans in accordance with the Notice of Borrowing therefor (except in the case event of a revocation of a Notice of Borrowing pursuant to Section 2.9.4 (b)); or (d) any failure Loans not being continued as, or converted into, Eurodollar Rate Loans in accordance with the Continuation/Conversion Notice given therefor, then, upon the request by the Administrative Agent on behalf of such Lender in the form of a certificate as to borrowsuch amounts, showing a calculation of such amounts in reasonable detail, submitted to the Borrower and the Administrative Agent by such Lender, which shall be presumptive evidence of such amounts (which request the Administrative Agent hereby agrees to deliver), the amountBorrower shall pay to the Administrative Agent for the account of such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Solely for purposes of calculating amounts payable by the Borrower to such Lenders under this Section 2.11, if anyeach 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 rate used in determining the LIBOR Rate for such Eurodollar Rate Loan by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits a matching deposit or other funds acquired borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded. Any claim by a Lender for reimbursement under this Section 2.11 shall be set forth in a certificate delivered by such Lender to fund the Loan Borrower and the Administrative Agent showing in reasonable detail the basis for such calculation and shall be presumptive evidence of such amounts. The agreements and obligations of the Borrower in this Section 2.11 shall survive the payment of all other Obligations. If the Borrower is required to be made by pay additional amounts to any Lender or the Administrative Agent pursuant to Section 2.11, then such Lender as part of the Borrowing requested in shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to take such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed actions (ii) the incomeincluding, if anyapplicable, received by to change the jurisdiction of its Applicable Lending Office) so as to minimize any such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable additional payment by the Borrower on which may thereafter accrue if such change in the next Quarterly Payment Date pursuant judgment of such Lender is not otherwise disadvantageous to the Priority of Paymentssuch Lender.

Funding Losses. If the Borrower shall (1a) makes repay or prepay any payment of principal with respect to any Loan LIBOR Loans on any day other than on the last day of an Interest Period for such Loans (whether an Optional Prepayment or a Quarterly Payment DateMandatory Prepayment), (2b) fails fail to borrow make any Borrowing of or to convert any Loans after notice thereof has been given to any Lender into LIBOR Loans in accordance with Section 2.2 and not revoked as permitted in this Agreement a Notice of Borrowing or Notice of Conversion of Loan Type delivered to Administrative Agent (other than whether as a result of the failure to satisfy any applicable conditions or otherwise) after such Notice of Borrowing or Notice of Conversion of Loan Type has become irrevocable, (c) fail to continue a default LIBOR Loan and such LIBOR Loan is not automatically continued hereunder, (d) convert LIBOR Loans to Base Rate Loans on any day other than the last day of an Interest Period for such Loans or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent after such notice has become irrevocable, then Borrower shall, within thirty (30) days after demand by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any reimburse such event, the Borrower shall compensate each Lender for all costs, losses and expenses incurred by such Lender as a result of such repayment, prepayment or failure (“Liquidation Costs”). Borrower understands that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund LIBOR Loans (other than non-receipt of the loss, cost and expense attributable margin applicable to such eventLIBOR Loans). In the case of a Eurodollar Rate LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (Ii) shall include the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (a) or, in the case of any payment of principal with respect a failure to any Loan on any day other than on a Quarterly Payment Dateborrow, convert or continue, for the amountperiod that would have been the Interest Period for such Loan), if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received by amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender from such Lender’s investment of would bid were it to bid, at the proceeds commencement of such prepayment or (b) period, for Dollar deposits of a comparable amount and period from other banks in the case London interbank eurodollar market. Each Lender demanding payment under this Section 2.7 shall deliver to Borrower a certificate setting forth in reasonable detail the basis for and the amount of any failure costs and losses for which demand is made. Such a certificate so delivered to borrowBorrower shall, in the amountabsence of manifest error, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of be conclusive and binding as to the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result amount of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment loss for purposes of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsthis Agreement.

Funding Losses. If the Borrower (1) makes any payment Upon written demand of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any reasonable detail the basis for requesting such eventamount, the Borrower shall promptly compensate each such Lender for the loss, cost and expense attributable to hold such event. In the case of a Eurodollar Rate Loan, such Lender harmless from any loss, cost or expense (I) shall include reasonably incurred by it as a result of: (a) in the case any continuation, conversion, payment or prepayment of any payment of principal with respect to any LIBOR Loan on any a day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason last day of the liquidation or reemployment of deposits or other funds acquired by Interest Period for such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan in violation of its obligation to do so) to prepay, borrow, continue or convert any LIBOR Loan on the date or in the amount notified by the Borrower, in each case of including any failure to borrow, the amount, if any, by which (i) any losses loss or expense (excluding loss of anticipated profits), costs or expenses incurred by reason of ) arising from the liquidation or reemployment of funds obtained by it to maintain such LIBOR Loan or from fees payable to terminate the deposits from which such funds were obtained. Such loss, cost or other funds acquired expense shall be deemed to include an amount determined by such Lender to fund be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Loan had such continuation, conversion, payment or prepayment, or failure to be made by such Lender as part of prepay, borrow, continue or convert not occurred, at the Borrowing requested in such Notice of Borrowing when LIBOR rate that would have been applicable to such Loan, as a result for the period from the date of such failurecontinuation, is not made on conversion, payment or prepayment, or failure to prepay, borrow, continue or convert to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such date exceed LIBOR Loan), over (ii) the income, if any, received by amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender from such Lender’s investment of funds acquired by such Lender would bid were it to fund bid, at the Loan to be made as part commencement of such Borrowing period, for dollar deposits of a comparable amount and (II) shall constitute Increased Costs payable by period from other banks in the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentseurodollar market.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in each case, upon demand therefor from a Lender, any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost resulting loss or expense reasonably and actually incurred by it (I) shall include including, without limitation, (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s 's inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s 's investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s 's investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) Borrowing), shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan Advance (pursuant to Article 2, 6 or 8 or otherwise) on any day other than on a Quarterly Payment Datethe last day of the Interest Period applicable thereto, (2) or if the Borrower fails to borrow or prepay any Loans Advances after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) 2.2, 2.3 or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event2.10, the Borrower shall compensate reimburse each Lender within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Advance), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the lossperiod after any such payment, cost and expense attributable failure to borrow or prepay; provided, that such eventLender shall have delivered to the Borrower a written request as to the amount of such loss or expense, which written request shall be conclusive in the absence of manifest error. In Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the principal amount so paid, prepaid or not borrowed for the period from the date of such payment, prepayment or failure to borrow (or, in the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (iInterest Period for such Advance that would have commenced on the date specified for such Borrowing) any losses at the applicable rate of interest for such Advance provided for herein (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed margin) over (ii) the income, if any, amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the amount such Lender would have bid in the London interbank market for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender). This Section 2.18 shall apply to amounts received by any Lender in respect of the principal portion of the purchase price of Advances that such Lender from is required to assign pursuant to Section 8.5 as if such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part receipt were a prepayment of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsAdvances.

Funding Losses. If the The Borrower (1) makes will indemnify each Bank upon demand against any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense which such Bank may sustain or incur (I) shall include (a) including, without limitation, any loss or expense sustained or incurred in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateobtaining, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation liquidating or reemployment of employing deposits or other funds acquired by such Lender to fund the Loan being repaid effect, fund, or by reason maintain any Advance) as a consequence of a CP Lender’s inability to retire the source (i) any failure of the Borrowing being prepaid simultaneously with the prepaymentBorrower to make any payment when due of any amount due hereunder or under any Note, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) any failure of the incomeBorrower to borrow, continue or convert an Advance on a date specified therefor in a notice thereof, or (iii) any payment (including, without limitation, any payment pursuant to SECTION 4.2, 4.3 or 10.2), prepayment or conversion of any Eurodollar Advance on a date other than the last day of the Interest Period for such Advance. Determinations by each Bank for purposes of this SECTION 2.6 of the amount required to indemnify such Bank shall be conclusive in the absence of manifest error. Without limiting the effect of the foregoing, each Bank's loss under clause (ii) or (iii) above with respect to a Eurodollar Advance shall include an amount equal to the excess, if any, received by such Lender of (a) the amount of interest that otherwise would have accrued on the principal amount so paid, so prepaid, so not borrowed, so not converted or so not continued for the period from such Lender’s investment of the proceeds date of such prepayment payment or such failure to borrow, convert or continue to the last day of then current Interest Period for such Eurodollar Advance (b) or, in the case of any a failure to borrow, convert or continue, the amountInterest Period for such Eurodollar Advance that would have commenced on the date specified for such borrowing, if any, by conversion on continuation) at the applicable rate of interest (or the rate of interest which would have been applicable) for such Eurodollar Advance provided herein over (ib) any losses (excluding loss the amount of anticipated profits), costs or expenses incurred by reason interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the liquidation or reemployment amount such Bank would have bid in the London interbank market for dollar deposits of deposits or other funds acquired leading banks in amounts comparable to such principal amount and with maturities comparable to such Interest Period (as reasonably determined by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsBank).

Funding Losses. If the Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (1a) makes any payment default by Borrower in making a borrowing of, conversion into or continuation of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Eurodollar Loans after Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a b) default by Borrower in making any Lender) prepayment of or (3) fails to prepay any conversion from Eurodollar Loans after Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in the provisions of this Agreement, then(c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan to a Base Rate Loan pursuant to Section 3.4 hereof 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 any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow, such loss, cost convert or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Datecontinue, the amountInterest Period that would have commenced on the date of such failure) at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender from on such Lender’s investment amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error. The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and the payment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or Loans and all other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentshereunder.

Funding Losses. If (a) Upon the occurrence of any of the following events: (i) any prepayment of the principal amount of the Loan on a date other than the Maturity Date, including pursuant to Section 8.1 or Section 8.2; (ii) any payment of the Loan as a result of an acceleration due to an Event of Default pursuant to Article VII hereof; (iii) the Loan or a portion thereof not being prepaid in accordance with the Borrower’s notice of such prepayment; or (iv) any failure by the Borrower for any reason (including the failure of any of the conditions precedent specified in Article IV to be satisfied) to make a requested borrowing hereunder on the date specified in the Borrowing Request given pursuant to Section 2.1(b), the Bank shall calculate, in respect of any amount to be paid or prepaid by the Borrower (1whether by acceleration or otherwise) makes any payment of principal with respect pursuant to any Loan on any day other than on a Quarterly Payment Dateclauses (i), (2ii) fails or (iii) of this Section 8.3(a) or to borrow any Loans after notice thereof has been given be borrowed pursuant to any Lender clause (iv) of this Section 8.3(a) (in each case, the "Designated Amount"), the amount, in Pesos, equal to what the Bank would be required to pay to, or would be entitled to receive as payment from, a reasonably acceptable financial institution counterparty (in either case, the "Calculated Amount") in connection with the entry by the Bank into a notional fixed-to-floating interest rate swap (a "Replacement Swap") having the terms set forth in the final sentence of this Section 8.3(a), such Calculated Amount to be determined by the Bank in good faith as of the date on which the Designated Amount is paid, to be paid or to be borrowed, as the case may be (the "Specified Date") and as if the Bank were the floating rate payer under such Replacement Swap. The Replacement Swap shall be deemed to have the following terms: (u) both the fixed and floating rate payment dates shall be the same as the scheduled interest payment dates of the Loan (the number of days commencing, and including, on one such payment date to, but excluding, the next payment date being the "Replacement Swap Interest Period"); (v) the fixed rate shall be the fixed rate of interest paid by the Borrower at that time for the Loan, less the Applicable Margin; (w) the notional amount of the Replacement Swap shall be denominated in Pesos and shall be equal to the principal amount of the Designated Amount amortized (if applicable) to reflect the application of the Designated Amount in the repayment schedule of the Loan; (x) the day count fraction shall be the actual number of days in the Replacement Swap Interest Period divided by 360; (y) the term of the Replacement Swap shall be equal to the period commencing on, and including, the Specified Date to, but excluding, the Maturity Date; and (z) the floating rate shall be the TIIE Rate determined by the Bank (in good faith) that would be paid by the floating rate payer in respect of a swap having the terms and conditions set out above. (b) If the Calculated Amount determined in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default 8.3(a) would constitute an amount payable by any Lender) or (3) fails the Bank to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreementthe financial institution counterparty referenced therein, then, in any such event, then the Borrower shall compensate each Lender for be required to pay to the lossBank under this Section 8.3 on the Specified Date, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect addition to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs amount then payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority terms hereof (including, without limitation, accrued interest through the date of Paymentspayment), an amount equal to such Calculated Amount.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which The Borrower shall pay: (i) all losses or expenses incurred by the reasonable and documented losses, costs and Lenders in respect of an Unfunded Loan Portion; and (ii) all losses or expenses incurred by the Funding Entity in respect of its funding of a Funded Loan Portion (including those all xxxxx de rupture as such term is defined in the Funding Agreement), in each such case which are incurred directly by reason of the liquidation or reemployment redeployment (at not less than a market rate) of deposits or other funds acquired or contracted to be acquired by such Lender or the Funding Entity or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and (iii) where the Fixed Rate applies, all losses and expenses pursuant to fund any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR, in any such case in the maximum amount specified in paragraph (c) below (“Funding Losses”) and in each case which are incurred by any Lender or the Funding Entity as a direct result of any of the following events (each a “Funding Losses Event”): (A) any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 (Delayed Delivery)); (B) after the date on which the Borrower issues the Drawing Request, any failure of the Loan to be made in accordance with the Drawing Request, other than (I) if the Loan is made within five (5) Business Days of the Funding Date as contemplated by Clause 2.6 (Delayed Delivery) or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct or the Funding Entity’s faute lourde or dol (as applicable); (C) any prepayment by the Borrower of all or any part of the Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan), except for: (I) where the Floating Rate applies, any prepayment made on an Interest Payment Date; and (II) irrespective of whether the Floating Rate or the Fixed Rate applies, any mandatory prepayment attributable solely to the fact that (I) the Funding Agreement is no longer in effect or (II) the COFACE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, in each case where the same is due to the faute lourde or dol of the relevant Lender; (D) any payment not being repaid made on its due date, including following acceleration of the Loan; or (E) any prepayment not being made after a notice of prepayment has been provided to the Facility Agent pursuant to Clause 5.2 (Prepayment) or by reason any other clause of this Agreement. (b) The Borrower shall make payment of all Funding Losses, on the later of the seventh (7th) Business Day after its receipt of a CP Lender’s inability to retire written notice of a Funding Losses Event from the source Facility Agent (a “Funding Losses Notice”) and the effective date of the Borrowing being prepaid simultaneously with relevant Funding Losses Event, to the prepayment, but excluding in any event Facility Agent for the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment account of the proceeds Funding Entity and/or the relevant Lender, as applicable. (c) The amount of such prepayment the Funding Losses payable by the Borrower shall be: (i) in respect of any Funded Loan Portion and the Funding Entity, the amount notified to the Funding Coordination Agent under clause 13.3(b) of the Funding Agreement and duly justified in accordance with clause 8.8(b) of the Funding Agreement, and, for the avoidance of doubt, no Funding Losses shall be payable to the Funding Entity (whether the Borrower has elected the Floating Rate or (bthe Fixed Rate) in the case of a prepayment of the Loan on an Interest Payment Date; (ii) in respect of any failure to borrowUnfunded Loan Portion and a Lender, the amount, if any, amount by which: (A) interest calculated by applying the Floating Rate (whether the Borrower has elected the Floating Rate or the Fixed Rate) to the amount of such Lender’s participation in the Unfunded Loan Portion received or recovered by it (or which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender was entitled to fund have received or recovered under this Agreement, as the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, case may be) as a result of a Funding Losses Event which would be payable by the Borrower under this Agreement if (I) such failure, is Funding Losses Event had not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing occurred and (II) shall constitute Increased Costs payable where the Fixed Rate applies, the Borrower had elected the Floating Rate, for the period starting on the date of such Lender’s receipt or recovery of such amount (or the date on which such Lender was entitled to receive or recover such amount, as the case may be) and ending on the last day of the applicable Interest Period (the “Relevant Period”) exceeds (B) the amount which such Lender would be able to obtain by placing an amount equal to the amount received or recovered by it (or which it was entitled to have received or recovered, as the case may be) on deposit with a leading bank in the European interbank market for the Relevant Period; and (iii) where the Fixed Rate applies, since the Lenders commit themselves irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account the differential (the “Rate Differential”) between the CIRR and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the next Quarterly Payment date on which such prepayment is required to be made and ending on the original Repayment Date pursuant (as adjusted following any previous prepayments) for such installment and (A) the net present value of each corresponding amount resulting from the above calculation will be determined at the corresponding market yield; and (B) if the cumulated amount of such present values is negative, no amount shall be due to the Priority Borrower or from the Borrower. (d) Any Funding Losses Notice with respect to Funding Losses suffered by a Finance Party shall include calculations in reasonable detail of Paymentsthe relevant amounts and set forth the relevant loss and expense. (e) If the Funding Entity suffers any Funding Losses, the Facility Agent shall, or shall procure that the Funding Agents shall, use reasonable efforts to obtain from the Funding Entity the reasonable details of the calculations of such Funding Losses and the related documentation required to be provided by the Funding Entity under clauses 13.3(b) and 8.8(b) of the Funding Agreement. Solely if such details are provided by the Funding Entity shall they be provided to the Borrower together with the relevant Funding Losses Notice. (f) The Facility Agent shall notify the Borrower, in writing, of the amount of the Funding Losses due from the Borrower by sending a Funding Losses Notice to the Borrower as soon as is reasonably practicable after the occurrence of the relevant Funding Losses Event and after it has received notice of the amount of Funding Losses calculated by the Funding Entity, the relevant Lender or the French Authorities, as applicable.

Funding Losses. If The Borrower agrees to reimburse each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of: (a) the failure of the Borrower (1) makes to make any payment or mandatory prepayment of principal with respect of any LIBO Rate Advance (including payments made after any acceleration thereof); (b) the failure of the Borrower to borrow, continue or convert an Advance after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any Loan on any day other than on prepayment after the Borrower has given a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and 2.08; (d) the conversion pursuant to Section 2.03(e) or Section 2.06 of any LIBO Rate Advance to a Prime Rate Advance on a day that is not revoked the last day of the respective Interest Period; (e) the termination or reduction in the Aggregate Commitment which is effective, with respect to a LIBO Rate Advance, on a day that is not the last day of the Interest Period for such LIBO Rate Advance, as permitted provided in this Agreement Section 2.07; or (other than as a result f) the prepayment (including pursuant to Section 2.08) of a default LIBO Rate Advance on a day which is not the last day of the Interest Period with respect thereto; including any such loss or expense arising from the liquidation or reemployment of funds obtained by any Lenderit to maintain its LIBO Rate Advances hereunder or from fees payable to terminate the deposits from which such funds were obtained, such amount or amounts to include, without limitation, an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, not prepaid, not paid, not borrowed, not continued or converted, or converted at the time of such action or failure to act for the period from the date of such action or failure to act to the last day of the then current Interest Period (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenor, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar failure to borrow, continue or convert, the Interest Period which would have commenced on the date of such failure) at the LIBO Rate Loan, in effect for such Interest Period over (ii) the amount of interest which would accrue to such Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the London Interbank Market. Such Bank shall deliver to the Borrower (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the amount of such loss, cost or expense (I) and the basis therefor which shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason be rebuttable presumptive evidence of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds amount of such prepayment loss, cost or (b) in the case expense. Solely for purposes of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsBanks under this Section 3.04 and under subsection 3.03(a), each LIBO Rate Advance made by a Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBO Rate plus the Applicable Margin for such LIBO Rate Advance by a matching deposit or other borrowing in the London Interbank Market for a comparable amount and for a comparable period, whether or not such LIBO Rate Advance is in fact so funded.

Funding Losses. If In the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to event any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by shall incur any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid make or by reason of a CP Lender’s inability to retire the source continue any portion of the Borrowing being prepaid simultaneously principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a LIBO Rate Loan) not recovered in connection with the prepayment, but redeployment of such funds (and excluding in any event the loss of anticipated profits) sustained by such Lender exceed as a result of: (iia) the income, if any, received by such Lender from such Lender’s investment any conversion or repayment or prepayment of the proceeds principal amount of such prepayment any LIBO Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 4.1, Section 4.2, Article III or otherwise; (b) any Loans not being made as LIBO Rate Loans in accordance with the case Borrowing Request therefor (unless due to the responsibility of any failure the Lender or inability of the Lender to borrow, fund Credit Extensions in accordance with the amount, if any, by which terms hereof); or (ic) any losses Loans not being continued as, or converted into, LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor (excluding loss of anticipated profits), costs or expenses incurred by reason unless due to the responsibility of the liquidation Lender or reemployment inability of deposits or other funds acquired by the Lender to fund Credit Extensions in accordance with the terms hereof); then, upon the written notice of such Lender to fund the Loan Company (with a copy to be made by the Administrative Agent), the Borrowers shall, jointly and severally, within five days of their receipt thereof, pay directly to such Lender such amount as part of will (in the Borrowing requested in such Notice of Borrowing when such Loan, as a result reasonable determination of such failure, is not made on such date exceed (iiLender) the income, if any, received by reimburse such Lender from for such Lender’s investment loss or expense. Such written notice shall set forth the basis for requesting such amounts and shall, in the absence of funds acquired by such Lender to fund the Loan to manifest error, be made as part of such Borrowing conclusive and (II) shall constitute Increased Costs payable by the Borrower binding on the next Quarterly Payment Date pursuant to the Priority of Paymentseach Borrower.

Funding Losses. If Each of the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower Borrowers shall compensate each Lender Lender, upon its written request (which request shall set forth the basis for requesting such amounts and shall, absent manifest error, be final, conclusive and binding upon all of the lossparties hereto), cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented for all losses, costs expenses and expenses liabilities (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired including, but not limited to, any interest paid by such Lender to fund lenders of funds borrowed by it to make or carry its Eurodollar Loans or B/A Loans to such Borrowers to the Loan being repaid or extent not recovered by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously Lender in connection with the prepaymentre-employment of such funds) ("LOSSES"), which the Lender may sustain: (a) if for any reason (other than a default by such Lender) a Borrowing of Eurodollar Loans or B/A Loans does not occur on the date specified therefor in a Borrowing Request (whether or not withdrawn), including, but excluding not limited to a failure by the applicable Borrowers to fulfill on the date of any Borrowing of Eurodollar Loans or B/A Loans the conditions set forth in Article 3, or to convert, continue any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds Eurodollar Loan or B/A Loan hereunder after irrevocable notice of such prepayment conversion or continuation has been given pursuant to Section 2.10; (b) in the case if any payment, prepayment or conversion of any failure of its Eurodollar Loans or B/A Loans required or permitted by any other provision of this Agreement or otherwise, or any assignment of a Eurodollar Loan or B/A Loan pursuant to borrowSection 2.21, in each case is made or deemed made on a date which is not the last day of the Interest Period or Contract Period applicable thereto; or (c) if, for any reason, either of the Borrowers defaults in their obligation to repay its Eurodollar Loans or B/A Loans or roll over or interest accrued thereon as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise). Notwithstanding the foregoing, the amount, if any, by which (i) Canadian Borrowers shall not be required to compensate any US Lender in respect of losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender arising with respect to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsUS Loans.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost against any loss or reasonable expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsprofit) sustained by which such Lender exceed may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow or to refinance any Loan hereunder after irrevocable notice of such Borrowing, or refinancing has been given pursuant to Section 2.03 or 2.08, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iii) any payment, prepayment, conversion or renewal of any Loan to which a Euro-Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due), or any voluntary prepayment without the required notice, so long as any such payment, prepayment, conversion or renewal is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, or (iv) attempt by the Borrower to revoke (expressly, by later inconsistent notices, or otherwise) in whole or part any Notice of Borrowing or notice relating to prepayment (each such loss or expense, a “Funding Loss”). Such Funding Losses shall be determined by each Lender in its sole discretion and shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on the Euro-Rate), for the period from the date of such Lender’s investment payment, prepayment or failure to borrow to the last day of the proceeds of such prepayment or then applicable Interest Period (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have been applicable to such Loan on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid or not borrowed or continued for such Lender’s investment period or Interest Period, as the case may be. For the avoidance of doubt, any amounts payable under this Section 3.04 shall be calculated on the basis of the Lender obtaining funds acquired by for its Loans based on borrowing for a one-month period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan receive pursuant to this Section 3.04 shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If the Borrower shall (1a) makes repay or prepay any payment of principal with respect to any Loan LIBOR Loans on any day other than on the last day of an Interest Period for such Loans (whether an Optional Prepayment or a Quarterly Payment DateMandatory Prepayment), (2b) fails fail to borrow any LIBOR Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement a Notice of Borrowing delivered to Administrative Agent (other than whether as a result of a default by the failure to satisfy any Lenderapplicable conditions or otherwise), (c) or (3) fails fail to prepay convert any Loans after notice thereof has been given to any Lender into LIBOR Loans in accordance with Section 2.7 and not revoked a Notice of Conversion of Loan Type delivered to Administrative Agent (whether as permitted a result of the failure to satisfy any applicable conditions or otherwise), (d) fail to continue a LIBOR Loan in this Agreementaccordance with a Confirmation of Interest Period Selection delivered to Administrative Agent or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, thenBorrower shall, in upon demand by any Bank or any Lender Group Member, reimburse such event, the Borrower shall compensate each Bank or such Lender Group Member for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, all costs and expenses (including those losses incurred by reason of the liquidation such Bank or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, Group Member as a result of such failurerepayment, prepayment or failure ("Liquidation Costs"). Borrower understands that such costs and losses may include losses incurred by a Bank or a Lender Group Member as a result of funding and other contracts entered into by such Bank or such Lender Group Member to fund LIBOR Loans. Each Bank and each Lender Group Member demanding payment under this Section 2.8 shall deliver to Borrower a certificate setting forth in reasonable detail the basis for and the amount of costs and losses for which demand is not made made. Any such certificate delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on such date exceed (ii) the incomeBorrower for purposes of this Agreement. For purposes of this Section 2.8, if anywith respect to each LIBOR Loan that is or is to be a CP Conduit Funded LIBOR Construction Loan, received each Lender Group Member shall be deemed to have costs and losses equal to costs and losses that would have been incurred by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsGroup Member had it been a Bank.

Funding Losses. If the Borrower (1) makes or is deemed to make any payment of principal with respect subject to any Loan a Eurodollar SOFR Tranche (whether pursuant to Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 4.4, Article XI or Article XIII, whether as a voluntary or mandatory prepayment or otherwise, and including due to reallocation of Loans due to syndication during the period of one-hundred and eighty (180) days after the Eighth Amendment Effective Date) , on any day other than on the last day of an Interest Period applicable thereto, if Borrower fails to make a Quarterly Payment Dateprepayment of any SOFR Borrowing, (2) after notice has been given to Administrative Agent in accordance with Section 2.7, or if Borrower fails to borrow any Loans Eurodollar SOFR Borrowing, after notice thereof has been given to any Lender Bank in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement2.2, then, in any such event, the Borrower shall compensate reimburse each Lender Bank on demand for any resulting loss or expense incurred by it, including any loss incurred in obtaining, liquidating or employing deposits from third parties, or any loss arising from the loss, reemployment of funds at rates lower than the cost and expense attributable to such event. In the case Bank of a Eurodollar Rate Loansuch funds and related costs, such loss, cost or expense (I) shall include (a) which in the case of the payment or prepayment prior to the end of the Interest Period for any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateEurodollar SOFR(a) Tranche, shall include the amount, if any, by which (ia) the reasonable and documented losses, costs and expenses (including those incurred by reason of interest which such Bank would have received absent such payment or prepayment for the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or applicable Interest Period exceeds (b) the interest which such Bank would receive if its Commitment Percentage of the amount of such Eurodollar SOFR Borrowing were deposited, loaned, or placed by such Bank in the case interbank eurodollar SOFR market on the date of any failure to borrow, such payment or prepayment for the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason remainder of the liquidation or reemployment of deposits or other funds acquired by such Lender applicable Interest Period. Such Bank shall promptly deliver to fund Borrower and Administrative Agent a certificate as to the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result amount of such failureloss or expense, is not made on such date exceed (ii) which certificate shall be conclusive in the income, if any, received by such Lender from such Lender’s investment absence of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsmanifest error.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost against any loss or reasonable expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsprofit) sustained which such Protected Party effectively sustains or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Loan hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Administrative Agent or any Lender exceed to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow any Loan hereunder after notice of such Loan, or refinancing has been given pursuant to Section 2.02, so long as any such failure is not solely due to the failure of the Administrative Agent or any Lender to comply with its obligations hereunder in all material respects, (iii) any payment or prepayment of a Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than a Payment Date, so long as any such payment, prepayment or conversion is not solely due to the failure of the Administrative Agent or any Lender to comply with its obligations hereunder in all material respects or (iv) the failure to prepay Loans after providing a notice of prepayment (each such loss or expense, a “Funding Loss”). Such Funding Losses shall be determined by each Lender in its sole discretion and shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Protected Party, of (i) its cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on One Month LIBOR), for the period from the date of such Lender’s investment payment, prepayment or failure to borrow to the last day of the proceeds of such prepayment or then applicable Interest Period (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have been applicable to such Loan on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid or not borrowed or continued for such Lender’s investment period or Interest Period, as the case may be. For the avoidance of doubt, any amounts payable under this Section 3.04 shall be calculated on the basis of the Lender obtaining funds acquired by for its Loans based on borrowing for a one-month period. A certificate of any Protected Party setting forth any amount or amounts which such Lender is entitled to fund the Loan receive pursuant to this Section shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on and shall be prima facie evidence of the next Quarterly Payment Date pursuant to the Priority of Paymentsfacts set forth therein absent manifest error.

Funding Losses. If The Borrower shall indemnify each member of the Bank Group against any loss or reasonable expense (including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Fixed Rate Loan) which such Person may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article III, (1b) makes any failure by the Borrower to borrow hereunder or to Convert Loans hereunder after a Borrowing Request or Conversion Notice, respectively, has been given, (c) any payment, prepayment or Conversion of a Fixed Rate Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the maturity of the Loans pursuant to Section 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal with respect to amount of any Loan on or any day other than on a Quarterly Payment Datepart thereof or interest accrued thereon, as and when due and payable (2) fails to borrow any Loans after at the due date thereof, by notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lenderprepayment or otherwise) or (3e) fails the occurrence of an Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to prepay any Loans after notice thereof has been given the excess, if any, as determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid or Converted or not borrowed or Converted (based on the Fixed Rate applicable thereto) for the period from the date of such payment, prepayment or Conversion or failure to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenborrow or Convert to the last day of the Interest Period for such Loan (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost failure to borrow or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateConvert, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Interest Period for the Loan being repaid which would have commenced on the date of such failure to borrow or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsConvert) sustained by such Lender exceed over (ii) the incomeamount of interest (as estimated by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid or Converted or not borrowed or Converted for such period or Interest Period, as the case may be. A certificate of each member of the Bank Group setting forth any amount or amounts which such Person is entitled to receive pursuant to this Section 2.11 shall be delivered to the Borrower (with a copy to the Agent and the Funds Administrator) and shall be conclusive, if anymade in good faith, received by absent manifest error. The Borrower shall pay to the Funds Administrator for the account of each such Lender from such Lender’s investment Person the amount shown as due on any certificate within 30 days after its receipt of the proceeds same. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of such prepayment or (b) in the case Highest Lawful Rate. Without prejudice to the survival of any failure to borrowother obligations of the Borrower hereunder, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason obligations of the liquidation Borrower under this Section 2.11 shall survive the termination of this Agreement and/or the payment or reemployment assignment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part any of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNotes.

Funding Losses. If The Borrower shall indemnify each Bank against any loss or reasonable expense (including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Rate Loan) which such Bank may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in ARTICLE III, (1b) makes any failure by the Borrower to borrow hereunder, or to Convert Loans hereunder after a Borrowing Request, or Conversion Notice, respectively, has been given, (c) any payment, prepayment or Conversion of a Eurodollar Rate Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the maturity of the Notes pursuant to SECTION 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal with respect to amount of any Loan on or any day other than on a Quarterly Payment Datepart thereof or interest accrued thereon, as and when due and payable (2) fails to borrow any Loans after at the due date thereof, by notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lenderprepayment or otherwise) or (3e) fails the occurrence of an Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to prepay any Loans after notice thereof has been given the excess, if any, as determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid or Converted or not borrowed or Converted (based on the Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment or Conversion or failure to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenborrow or Convert to the last day of the Interest Period for such Loan (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost failure to borrow or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateConvert, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Interest Period for the Loan being repaid which would have commenced on the date of such failure to borrow or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsConvert) sustained by such Lender exceed over (ii) the incomeamount of interest (as estimated by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid or Converted or not borrowed or Converted for such period or Interest Period, as the case may be. A certificate of each Bank setting forth any amount or amounts which such Bank is entitled to receive pursuant to this SECTION 2.10 shall be delivered to the Borrower (with a copy to the Agent) and shall be conclusive, if anymade in good faith, received by such Lender from such Lender’s investment absent manifest error. The Borrower shall pay to the Agent for the account of each Bank the amount shown as due on any certificate within 10 days after its receipt of the proceeds same. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of such prepayment or (b) in the case Highest Lawful Rate. Without prejudice to the survival of any failure to borrowother obligations of the Borrower hereunder, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason obligations of the liquidation Borrower under this SECTION 2.10 shall survive the termination of this Agreement and/or the payment or reemployment assignment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part any of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNotes.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Term SOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments. In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (b) the conversion of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 11.5, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten xxxxxx the following Quarterly Payment Date after receipt thereof.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which The Borrower shall pay: (i) all losses or expenses incurred by the reasonable and documented losses, costs and Lenders in respect of an Unfunded Loan Portion; and (ii) all losses or expenses incurred by the Funding Entity in respect of its funding of a Funded Loan Portion (including those all cxxxx de rupture as such term is defined in the Funding Agreement), in each such case which are incurred directly by reason of the liquidation or reemployment redeployment (at not less than a market rate) of deposits or other funds acquired or contracted to be acquired by such Lender or the Funding Entity or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and (iii) where the Fixed Rate applies, all losses and expenses pursuant to fund any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR, in any such case in the maximum amount specified in paragraph (c) below (“Funding Losses”) and in each case which are incurred by any Lender or the Funding Entity as a direct result of any of the following events (each a “Funding Losses Event”): (A) any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 (Delayed Delivery)); (B) after the date on which the Borrower issues the Drawing Request, any failure of the Loan to be made in accordance with the Drawing Request, other than (I) if the Loan is made within five (5) Business Days of the Funding Date as contemplated by Clause 2.6 (Delayed Delivery) or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct or the Funding Entity’s faute lourde or dol (as applicable); (C) any prepayment by the Borrower of all or any part of the Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan), except for: (I) where the Floating Rate applies (including in respect of any Deferred Tranche), any prepayment made on an Interest Payment Date; and (II) irrespective of whether the Floating Rate or the Fixed Rate applies, any mandatory prepayment attributable solely to the fact that (I) the Funding Agreement is no longer in effect or (II) the BpiFAE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, in each case where the same is due to the faute lourde or dol of the relevant Lender; (D) any payment not being repaid made on its due date, including following acceleration of the Loan; or (E) any prepayment not being made after a notice of prepayment has been provided to the Facility Agent pursuant to Clause 5.2 (Prepayment) or by reason any other clause of this Agreement. (b) The Borrower shall make payment of all Funding Losses, on the later of the seventh (7th) Business Day after its receipt of a CP Lender’s inability to retire written notice of a Funding Losses Event from the source Facility Agent (a “Funding Losses Notice”) and the effective date of the Borrowing being prepaid simultaneously with relevant Funding Losses Event, to the prepayment, but excluding in any event Facility Agent for the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment account of the proceeds Funding Entity and/or the relevant Lender, as applicable. (c) The amount of such prepayment the Funding Losses payable by the Borrower shall be: (i) in respect of any Funded Loan Portion and the Funding Entity, the amount notified to the Funding Coordination Agent under clause 13.3(b) of the Funding Agreement and duly justified in accordance with clause 8.8(b) of the Funding Agreement, and, for the avoidance of doubt, no Funding Losses shall be payable to the Funding Entity (whether the Borrower has elected the Floating Rate or (bthe Fixed Rate) in the case of a prepayment of the Loan on an Interest Payment Date; (ii) in respect of any failure to borrowUnfunded Loan Portion and a Lender, the amount, if any, amount by which: (A) interest calculated by applying the Floating Rate (whether the Borrower has elected the Floating Rate or the Fixed Rate) to the amount of such Lender’s participation in the Unfunded Loan Portion received or recovered by it (or which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender was entitled to fund have received or recovered under this Agreement, as the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, case may be) as a result of a Funding Losses Event which would be payable by the Borrower under this Agreement if (I) such failure, is Funding Losses Event had not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing occurred and (II) shall constitute Increased Costs payable where the Fixed Rate applies, the Borrower had elected the Floating Rate, for the period starting on the date of such Lender’s receipt or recovery of such amount (or the date on which such Lender was entitled to receive or recover such amount, as the case may be) and ending on the last day of the applicable Interest Period (the “Relevant Period”) exceeds (B) the amount which such Lender would be able to obtain by placing an amount equal to the amount received or recovered by it (or which it was entitled to have received or recovered, as the case may be) on deposit with a leading bank in the European interbank market for the Relevant Period; and (iii) where the Fixed Rate applies, since the Lenders commit themselves irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account the differential (the “Rate Differential”) between the CIRR and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the next Quarterly Payment date on which such prepayment is required to be made and ending on the original Repayment Date pursuant (as adjusted following any previous prepayments) for such installment and (A) the net present value of each corresponding amount resulting from the above calculation will be determined at the corresponding market yield; and (B) if the cumulated amount of such present values is negative, no amount shall be due to the Priority Borrower or from the Borrower. (d) Any Funding Losses Notice with respect to Funding Losses suffered by a Finance Party shall include calculations in reasonable detail of Paymentsthe relevant amounts and set forth the relevant loss and expense. (e) If the Funding Entity suffers any Funding Losses, the Facility Agent shall, or shall procure that the Funding Agents shall, use reasonable efforts to obtain from the Funding Entity the reasonable details of the calculations of such Funding Losses and the related documentation required to be provided by the Funding Entity under clauses 13.3(b) and 8.8(b) of the Funding Agreement. Solely if such details are provided by the Funding Entity shall they be provided to the Borrower together with the relevant Funding Losses Notice. (f) The Facility Agent shall notify the Borrower, in writing, of the amount of the Funding Losses due from the Borrower by sending a Funding Losses Notice to the Borrower as soon as is reasonably practicable after the occurrence of the relevant Funding Losses Event and after it has received notice of the amount of Funding Losses calculated by the Funding Entity, the relevant Lender or the French Authorities, as applicable.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which The Borrower shall pay: (i) all losses or expenses incurred by each Lender in respect of the reasonable and documented losses, costs and expenses (including those Loan which are incurred directly by reason of the liquidation or reemployment redeployment (at not less than a market rate determined reasonably by reference to the facts and circumstances then existing) of deposits or other funds acquired by such Lender or contracted to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds be acquired by such Lender or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and (ii) where the Fixed Rate applies, all losses and expenses pursuant to fund any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR, in any such case in the maximum amount specified in paragraph (c) below (“Funding Losses”) and in each case which are incurred by any Lender as a direct result of any of the following events (each a “Funding Losses Event”): (A) any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 (Delayed Delivery)); (B) after the date on which the Borrower issues a Drawing Request, any failure of the Loan to be made in accordance with such Drawing Request, other than (I) where a Pre-Disbursement Delay has occurred, if the Loan is made within five (5) Business Days of the proposed Disbursement Date as specified in such Drawing Request or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct; (C) any prepayment by such Lender as the Borrower of all or any part of the Borrowing requested Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan), except for: (I) where the Floating Rate applies, any prepayment made on an Interest Payment Date; and (II) irrespective of whether the Floating Rate or the Fixed Rate applies, any mandatory prepayment attributable solely to the fact that the BpiFAE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, in each case where the same is due to the gross negligence or wilful misconduct of the relevant Lender; (D) any payment not being made on its due date, including following acceleration of the Loan; or (E) any prepayment not being made after a notice of prepayment has been provided to the Facility Agent pursuant to Clause 5.2 (Prepayment) or any other clause of this Agreement. (b) The Borrower shall make payment of all Funding Losses, on the later of the seventh (7th) Business Day after its receipt of a written notice of a Funding Losses Event from the Facility Agent (a “Funding Losses Notice”) and the effective date of the relevant Funding Losses Event, to the Facility Agent for the account of the relevant Lender. (c) The amount of the Funding Losses payable by the Borrower shall be: (i) the amount by which: (A) interest calculated by applying the Floating Rate (whether the Borrower has elected the Floating Rate or the Fixed Rate) to the amount of such Notice of Borrowing when Lender’s participation in the Loan received or recovered by it (or which such LoanLender was entitled to have received or recovered under this Agreement, as the case may be) as a result of a Funding Losses Event which would be payable by the Borrower under this Agreement if (I) such failure, is Funding Losses Event had not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing occurred and (II) shall constitute Increased Costs payable where the Fixed Rate applies, the Borrower had elected the Floating Rate, for the period starting on the date of such Lender’s receipt or recovery of such amount (or the date on which such Lender was entitled to receive or recover such amount, as the case may be) and ending on the last day of the applicable Interest Period (the “Relevant Period”) exceeds (B) the amount which such Lender would be able to obtain by placing an amount equal to the amount received or recovered by it (or which it was entitled to have received or recovered, as the case may be) on deposit with a leading bank in the London interbank market for the Relevant Period; and (ii) where the Fixed Rate applies, since the Lenders commit themselves irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account the differential (the “Rate Differential”) between the CIRR and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the next Quarterly Payment date on which such prepayment is required to be made and ending on the original Repayment Date pursuant (as adjusted following any previous prepayments) for such installment and (A) the net present value of each corresponding amount resulting from the above calculation will be determined at the corresponding market yield; and (B) if the cumulated amount of such present values is negative, no amount shall be due to the Priority of PaymentsBorrower or from the Borrower.

Funding Losses. If (a) The Borrower shall pay to each Affected Person, upon the written request of such Affected Person (which request shall set forth in reasonable detail the computation of and the basis for requesting such amounts), such amount or amounts as shall be reasonable to compensate for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by such Affected Person to lenders of funds borrowed by it to make or carry Loans made to the Borrower and any loss sustained by such Affected Person in connection with the re-employment of such funds), which such Affected Person may sustain solely to the extent such losses, expenses or liabilities are not compensated by other payments made under this Agreement: (1i) makes if for any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement reason (other than as a result of a default by such Affected Person) a borrowing of any LenderLoan does not occur on the CLO Closing Date specified therefor in the Notice of Borrowing (whether or not withdrawn), (ii) if any payment or prepayment of any Loans made to the Borrower occurs on a date which is not a Payment Date or (3iii) fails if any prepayment of any of the Loans made to prepay the Borrower is not made on any Loans after date specified in a notice thereof has been of prepayment given by the Borrower. Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to any Lender in accordance with Section 2.7 and the excess, if any, of (i) the amount of interest that otherwise would have accrued on the principal amount so paid, prepaid or not revoked as permitted in this Agreementborrowed for the period from the date of such payment, thenprepayment or failure to borrow to the last day of the then current Interest Period for such Loan (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (iInterest Period for such Loan that would have commenced on the date specified for such borrowing) any losses (excluding loss at the applicable rate of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by interest for such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed provided for herein over (ii) the income, if any, received amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the amount such Lender would have bid in the London interbank market for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender), or if such Lender from shall cease to make such bids, the equivalent rate, as reasonably determined by such Lender’s investment of funds acquired by such Lender . (b) If an Affected Person (i) requires the Borrower to fund the Loan pay any additional amounts under this Section 2.07 or Section 9.01 or (ii) refuses to be made as part of such Borrowing and (II) shall constitute Increased Costs payable consent to an amendment to a Credit Document that has been requested by the Borrower and consented to by the Required Lenders other than such Affected Person, then the Borrower may, upon notice to the Agent, require such Affected Person to (x) assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and the Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) or (y) terminate all of its interests, rights and obligations under this Agreement and the Credit Documents and reduce the Total Commitment; provided that: (i) (A) if the Affected Person's interests, rights and obligations have been assigned pursuant to clause (x) above, such Affected Person shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) or (B) if such Lender's interests, rights and obligations have been terminated pursuant to clause (y) above, such Lender shall have received payment of all such amounts payable to it hereunder from the Borrower; and (ii) such assignment, delegation or termination does not conflict with Applicable Law. (c) Failure or delay on the next Quarterly Payment Date part of any Lender to demand compensation pursuant to this Section 2.07 or Section 9.01 shall not constitute a waiver of such Lender's right to demand such compensation; provided that, the Priority Borrower shall not be required to compensate an Affected Person pursuant to this Section 2.07 or Section 9.01 for any amounts incurred more than 150 days prior to the date that such Affected Person notifies the Borrower of Paymentssuch Affected Person's intention to claim compensation therefor; provided, further, that if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 150-day period referred to above shall be extended to include the period of retroactive effect thereof.

Funding Losses. If the Each Borrower agrees that it will, from time to time, compensate each Lender for and hold each Lender harmless from any loss, cost or expense incurred by such Lender as a result of: (1i) makes any continuation, conversion, payment or prepayment of principal with respect any Yen LIBOR Loan or TIBOR Loan of such Lender to any Loan such Borrower on any a day other than the last day of the Interest Period for such Yen LIBOR Loan or TIBOR Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (ii) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Yen LIBOR Loan or TIBOR Loan of (or to be made by) such Lender to such Borrower on the date or in the amount notified by such Borrower; or (iii) any assignment of a Yen LIBOR Loan or TIBOR Loan of such Lender to such Borrower on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (day other than the last day of the Interest Period therefor as a result of a default request by Prologis pursuant to Section 9.5(d); including any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of arising from the liquidation or reemployment of funds obtained by it to maintain such Loans or from fees payable to terminate the deposits or other from which such funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, were obtained (but in each case excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits). For purposes of calculating amounts payable by a Borrower to a Lender under this Section 2.11, costs (A) each Lender shall be deemed to have funded each Yen LIBOR Loan or TIBOR Loan made by it at the Yen LIBOR Rate or the TIBOR Rate, as applicable, for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Yen LIBOR Loan or TIBOR Loan was in fact so funded; and (B) the losses and expenses incurred of any Lender resulting from any event described in clause (i) above, any failure by reason such Borrower to borrow or continue a Loan as contemplated by clause (ii) above or any assignment pursuant to clause (iii) above shall not exceed the excess, if any, of (x) the amount of interest that would have accrued on the principal amount of the liquidation applicable Loan had such event not occurred, at the Yen LIBOR or reemployment of deposits TIBOR applicable (or other funds acquired by such Lender that would have been applicable) to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result for the period from the date of such failureevent to the last day of the then current Interest Period therefor (or, is not made on in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such date exceed Loan), over (ii) the income, if any, received by amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender from such Lender’s investment of funds acquired by such Lender to fund would bid, at the Loan to be made as part commencement of such Borrowing period, for deposits in the applicable currency of a comparable amount and (II) shall constitute Increased Costs payable by period from other banks in the Borrower on the next Quarterly Payment Date applicable eurocurrencyinterbank market. Any Lender requesting compensation pursuant to this Section 2.11 shall deliver to the Priority applicable Borrower (with copies to Prologis and Administrative Agent) a certificate setting forth in reasonable detail a calculation of Paymentsthe amount demanded and any such certificate shall be conclusive absent demonstrable error. The applicable Borrower shall pay the applicable Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which The Borrower shall pay: (i) all losses or expenses incurred by the reasonable and documented losses, costs and Lenders in respect of an Unfunded Loan Portion; and (ii) all losses or expenses incurred by the Funding Entity in respect of its funding of a Funded Loan Portion (including those all cxxxx de rupture as such term is defined in the Funding Agreement), in each such case which are incurred directly by reason of the liquidation or reemployment redeployment (at not less than a market rate) of deposits or other funds acquired or contracted to be acquired by such Lender or the Funding Entity or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and (iii) where the Fixed Rate applies, all losses and expenses pursuant to fund any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR, in any such case in the maximum amount specified in paragraph (c) below (“Funding Losses”) and in each case which are incurred by any Lender or the Funding Entity as a direct result of any of the following events (each a “Funding Losses Event”): (A) any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 (Delayed Delivery)); (B) after the date on which the Borrower issues the Drawing Request, any failure of the Loan to be made in accordance with the Drawing Request, other than (I) if the Loan is made within five (5) Business Days of the Funding Date as contemplated by Clause 2.6 (Delayed Delivery) or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct or the Funding Entity’s faute lourde or dol (as applicable); (C) any prepayment by the Borrower of all or any part of the Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan), except for: (I) where the Floating Rate applies, any prepayment made on an Interest Payment Date; and (II) irrespective of whether the Floating Rate or the Fixed Rate applies, any mandatory prepayment attributable solely to the fact that (I) the Funding Agreement is no longer in effect or (II) the BpiFAE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, in each case where the same is due to the faute lourde or dol of the relevant Lender; (D) any payment not being repaid made on its due date, including following acceleration of the Loan; or (E) any prepayment not being made after a notice of prepayment has been provided to the Facility Agent pursuant to Clause 5.2 (Prepayment) or by reason any other clause of this Agreement. (b) The Borrower shall make payment of all Funding Losses, on the later of the seventh (7th) Business Day after its receipt of a CP Lender’s inability to retire written notice of a Funding Losses Event from the source Facility Agent (a “Funding Losses Notice”) and the effective date of the Borrowing being prepaid simultaneously with relevant Funding Losses Event, to the prepayment, but excluding in any event Facility Agent for the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment account of the proceeds Funding Entity and/or the relevant Lender, as applicable. (c) The amount of such prepayment the Funding Losses payable by the Borrower shall be: (i) in respect of any Funded Loan Portion and the Funding Entity, the amount notified to the Funding Coordination Agent under clause 13.3(b) of the Funding Agreement and duly justified in accordance with clause 8.8(b) of the Funding Agreement, and, for the avoidance of doubt, no Funding Losses shall be payable to the Funding Entity (whether the Borrower has elected the Floating Rate or (bthe Fixed Rate) in the case of a prepayment of the Loan on an Interest Payment Date; (ii) in respect of any failure to borrowUnfunded Loan Portion and a Lender, the amount, if any, amount by which: (A) interest calculated by applying the Floating Rate (whether the Borrower has elected the Floating Rate or the Fixed Rate) to the amount of such Lender’s participation in the Unfunded Loan Portion received or recovered by it (or which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender was entitled to fund have received or recovered under this Agreement, as the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, case may be) as a result of a Funding Losses Event which would be payable by the Borrower under this Agreement if (I) such failure, is Funding Losses Event had not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing occurred and (II) shall constitute Increased Costs payable where the Fixed Rate applies, the Borrower had elected the Floating Rate, for the period starting on the date of such Lender’s receipt or recovery of such amount (or the date on which such Lender was entitled to receive or recover such amount, as the case may be) and ending on the last day of the applicable Interest Period (the “Relevant Period”) exceeds (B) the amount which such Lender would be able to obtain by placing an amount equal to the amount received or recovered by it (or which it was entitled to have received or recovered, as the case may be) on deposit with a leading bank in the European interbank market for the Relevant Period; and (iii) where the Fixed Rate applies, since the Lenders commit themselves irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account the differential (the “Rate Differential”) between the CIRR and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the next Quarterly Payment date on which such prepayment is required to be made and ending on the original Repayment Date pursuant (as adjusted following any previous prepayments) for such installment and (A) the net present value of each corresponding amount resulting from the above calculation will be determined at the corresponding market yield; and (B) if the cumulated amount of such present values is negative, no amount shall be due to the Priority Borrower or from the Borrower. (d) Any Funding Losses Notice with respect to Funding Losses suffered by a Finance Party shall include calculations in reasonable detail of Paymentsthe relevant amounts and set forth the relevant loss and expense. (e) If the Funding Entity suffers any Funding Losses, the Facility Agent shall, or shall procure that the Funding Agents shall, use reasonable efforts to obtain from the Funding Entity the reasonable details of the calculations of such Funding Losses and the related documentation required to be provided by the Funding Entity under clauses 13.3(b) and 8.8(b) of the Funding Agreement. Solely if such details are provided by the Funding Entity shall they be provided to the Borrower together with the relevant Funding Losses Notice. (f) The Facility Agent shall notify the Borrower, in writing, of the amount of the Funding Losses due from the Borrower by sending a Funding Losses Notice to the Borrower as soon as is reasonably practicable after the occurrence of the relevant Funding Losses Event and after it has received notice of the amount of Funding Losses calculated by the Funding Entity, the relevant Lender or the French Authorities, as applicable.

Funding Losses. If Xxxxxxxx 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 Borrower (1) makes to make any payment or mandatory prepayment of principal with respect of any SOFR Loan (including payments made after any acceleration thereof); (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any Loan on any day other than on prepayment after the Borrower has given a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement 2.7; (other than as a result d) the prepayment (including pursuant to Section 2.8) of a default by SOFR Loan on a day which is not the last day of the Interest Period with respect thereto; or (e) the conversion pursuant to Section 2.6 of any Lender) or (3) fails SOFR Loan to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and a Base Rate Loan on a day that is not revoked as permitted in this Agreement, then, in the last day of the applicable Interest Period; including any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of arising from the liquidation or reemployment of funds obtained by it to maintain its SOFR Loans hereunder or from fees payable to terminate the deposits or other from which such funds acquired by were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender to fund the Loan being repaid or by reason shall have notified Agent of a CP Lender’s inability to retire the source any such expense within two (2) Business Days of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss date on which such expense was incurred. Solely for purposes of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on to the next Quarterly Payment Date Lenders under this Section 11.4 and under Section 11.3(a), a certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Priority of PaymentsBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s 's inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s 's investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s 's investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If The Borrower shall indemnify each member of the Bank Group against any loss or reasonable expense (including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain a Loan or any part thereof as a Fixed Rate Loan) which such Person may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article III, (1b) makes any failure by the Borrower to borrow hereunder or to Convert Loans hereunder after a Borrowing Request or Conversion Notice, respectively, has been given, (c) any payment, prepayment or Conversion of a Fixed Rate Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the maturity of the Loans pursuant to Section 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal with respect to amount of any Loan on or any day other than on a Quarterly Payment Datepart thereof or interest accrued thereon, as and when due and payable (2) fails to borrow any Loans after at the due date thereof, by notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lenderprepayment or otherwise) or (3e) fails the occurrence of an Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to prepay any Loans after notice thereof has been given the excess, if any, as determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid or Converted or not borrowed or Converted (based on the Fixed Rate applicable thereto) for the period from the date of such payment, prepayment or Conversion or failure to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenborrow or Convert to the last day of the Interest Period for such Loan (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost failure to borrow or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateConvert, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Interest Period for the Loan being repaid which would have commenced on the date of such failure to borrow or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsConvert) sustained by such Lender exceed over (ii) the incomeamount of interest (as estimated by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid or Converted or not borrowed or Converted for such period or Interest Period, as the case may be. A certificate of each member of the Bank Group setting forth any amount or amounts which such Person is entitled to receive pursuant to this Section 2.12 shall be delivered to the Borrower (with a copy to the Agent and the Funds Administrator) and shall be conclusive, if anymade in good faith, received by absent manifest error. The Borrower shall pay to the Funds Administrator for the account of each such Lender from such Lender’s investment Person the amount shown as due on any certificate within 30 days after its receipt of the proceeds same. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of such prepayment or (b) in the case Highest Lawful Rate. Without prejudice to the survival of any failure to borrowother obligations of the Borrower hereunder, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason obligations of the liquidation Borrower under this Section 2.12 shall survive the termination of this Agreement and/or the payment or reemployment assignment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part any of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNotes.

Funding Losses. If the Borrower (1) makes any payment Upon demand of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance (with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lendercopy to the Administrative Agent) or (3) fails from time to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventtime, the Borrower shall promptly compensate each such Lender for the loss, cost and expense attributable to hold such event. In the case of a Eurodollar Rate Loan, such Lender harmless from any loss, cost or expense (I) shall include incurred by it as a result of: (a) in the case any continuation, conversion, payment or prepayment of any payment of principal with respect to any Loan other than a Base Rate Loan on any a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; (c) any assignment of a Eurodollar Rate Loan on a Quarterly Payment Date, day other than the amount, if any, by which last day of the Interest Period therefor as a result of: (i) a request by the Borrower pursuant to Section 11.16; or (ii) an assignment by Bank of America pursuant to Section 11.07(b) as part of the primary syndication of the Commitments and Loans during the 180-day period immediately following the Closing Date, provided that Bank of America agrees to use reasonable efforts to reduce the breakage costs payable by the Borrower in connection therewith (including, without limitation, to the extent reasonably practical, closing such assignments at the end of Interest Periods of outstanding Eurodollar Rate Loans); including any loss of anticipated profits and documented losses, costs and expenses (including those incurred by reason of any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or other funds acquired from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously in connection with the prepayment, but excluding in any event the loss foregoing. For purposes of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsLenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Funding Losses. If Each of the Borrower Borrowers hereby indemnifies each Bank against any loss or reasonable expense (1including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Rate Loan) makes which such Bank may sustain or incur as a consequence of (a) any payment failure by any of principal with respect the Borrowers to fulfill on the date of any Loan on any day other than on a Quarterly Payment DateBorrowing the applicable conditions set forth in Article III, (2b) fails any failure by any of the Borrowers to borrow any hereunder, to Convert Loans hereunder after notice thereof a Borrowing Request or Conversion Notice, respectively, has been given by such Borrower, (c) any payment, prepayment or Conversion of a Eurocurrency Rate Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to any Lender in accordance with the acceleration of the maturity of the Notes pursuant to Section 2.2 and not revoked as permitted in this Agreement (7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as a result and when due and payable (at the due date thereof, by notice of a default by any Lenderprepayment or otherwise) or (3e) fails the occurrence of an Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amountexcess, if any, as determined by which each Bank of (i) its cost of obtaining the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund for the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.being

Funding Losses. If The Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss (but not loss of profits) or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower (1) makes to make any payment or mandatory prepayment of principal with respect of any SOFR Loan (including payments made after any acceleration thereof); (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any Loan on any day other than on prepayment after the Borrower has given a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement 2.7; (other than as a result d) the prepayment (including pursuant to Section 2.8) of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any SOFR Loan on any a day other than the Interest Payment Date therefor; or (e) the conversion pursuant to Section 2.6 of any SOFR Loan to a Base Rate Loan on a Quarterly day other than the Interest Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (Date therefor; including those incurred by reason of any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its SOFR Loans hereunder or from fees payable to terminate the deposits or other from which such funds acquired by were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender to fund the Loan being repaid or by reason shall have notified Agent of a CP Lender’s inability to retire the source any such expense within two (2) Business Days of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss date on which such expense was incurred. Solely for purposes of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on to the next Quarterly Payment Date Lenders under this Section 11.4 and under Section 11.3(a). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Priority of PaymentsBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Funding Losses. If the Borrower (1) makes any payment payments of principal with respect to any Eurodollar Loan or any Eurodollar Loan a converted to is converted to another type of Loan (pursuant to Articles II, VI, VIII, or otherwise) on any day other than on a Quarterly Payment Datethe last day of an Interest Period applicable thereto, (2) or if the Borrower fails to borrow or prepay any Eurodollar Loans after notice thereof has been given to any Lender Bank in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventthe terms hereof, the Borrower shall compensate reimburse each Lender applicable Bank on demand for any resulting reasonable out of pocket loss or expense incurred by it (or any existing Participant in the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate related Loan, provided that the amount collected by a Bank and its Participant shall not exceed the amount which the Bank would have been entitled to collect absent such lossparticipation), cost including (without limitation) any such loss incurred in obtaining, liquidating or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of employing deposits or other funds acquired by such Lender from third parties to fund the or maintain such Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepaymentproposed Loan, but excluding in any event the loss of anticipated profitsmargin for the period after any such payment or conversion or failure to borrow or prepay, provided that such Bank shall have delivered to the Borrower (with a copy to the Agent) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment a certificate prior to requesting reimbursement setting forth in reasonable detail its calculation of the proceeds amount of such prepayment loss or (b) expense, which certificate shall be conclusive in the case absence of any failure to borrowmanifest error. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 2.10 TO THE CONTRARY, the amountTHE TERM LOSS SHALL NOT INCLUDE AND BORROWER SHALL NOT BE RESPONSIBLE FOR THE PAYMENT OF ANY LOST PROFITS (IN EXCESS OF THE AMOUNTS OTHERWISE PAYABLE BY BORROWER HEREUNDER AS A PART OF THE ADJUSTED EURODOLLAR RATE) OR ANY CONSEQUENTIAL, if anySPECULATIVE, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsPUNITIVE OR OTHER DAMAGES.

Funding Losses. If the Borrower (1) makes any payment of principal with respect Borrowers shall be jointly and severally obligated to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender Lender, upon such Lender's written request (which request shall set forth the basis for requesting such amounts and which request shall, absent manifest error, be final, conclusive and binding upon all of the lossparties hereto), cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented for all losses, costs expenses and expenses liabilities (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired any interest paid by such Lender to fund the Loan being repaid or by reason lenders of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired borrowed by such Lender to fund make or carry its Euro-Dollar Loans to the Loan to be made extent not recovered by such Lender as part in connection with the re-employment of such funds, but excluding any loss of profit or anticipated return in respect of the Applicable Margin), which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a Borrowing requested of, or conversion to or continuation of, Euro-Dollar Loans does not occur on the date specified therefor in such a Notice of Borrowing when such Loanor Notice of Conversion/ Continuation (whether or not withdrawn), as a result of such failure, is not made on such date exceed (ii) if any repayment (including any conversions pursuant to Section 3.1.2 hereof) of any its Euro-Dollar Loans occurs on a date that is not the incomelast day of an Interest Period applicable thereto, if anyor (iii) if, received for any reason, Borrowers default in their obligation to repay Euro-Dollar Loans when required by such the terms of this Agreement. For purposes of this Section 3.9, all references to a Lender from shall be deemed to include any bank holding company or bank parent of such Lender’s investment . The calculations of funds acquired by such all amounts payable to any Lender to fund the Loan to under this Section 3.9 shall be made as part though such Lender had actually funded or committed to fund its Euro-Dollar Loan through the purchase for an underlying deposit in an amount equal to the amount of such Borrowing Euro-Dollar Loan and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant having a maturity comparable to the Priority relevant Interest Period for such Euro-Dollar Loan; provided, however, a Lender may fund its Euro-Dollar Loans in any manner it deems fit and the foregoing assumption shall be utilized only for the calculation of Paymentsamounts payable under this Section 3.9.

Funding Losses. If Subject to Section 9.24, the Borrower U.S. Borrowers (1) makes any payment of principal jointly and severally with respect to all Loans) and the Canadian Borrower (with respect to Loans that are Canadian Obligations only) 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 on or CDOR Loan (including payments made after any day other than on acceleration thereof); (b) the failure of the Borrowers to borrow, continue or convert a Quarterly Payment Date, Loan after the Borrower Representative has given (2or is deemed to have given) fails a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrowers to borrow make any Loans prepayment after the Borrowers have given a notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement 1.7; (other than as a result d) the prepayment (including pursuant to Section 1.8) of a default by LIBOR Rate Loan or CDOR 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 Lender) LIBOR Rate Loan to a Base Rate Loan or (3) fails any CDOR Loan to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Canadian Index Rate Loan, as applicable, on a day that is not the last day of the applicable Interest Period; including any such loss, cost loss or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans and CDOR Loans hereunder or from fees payable to terminate the deposits or other from which such funds acquired by were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender to fund the Loan being repaid or by reason shall have notified Agent of a CP Lender’s inability to retire the source any such expense within two (2) Business Days of the Borrowing being prepaid simultaneously with date on which such expense was incurred. Solely for purposes of calculating amounts payable by the prepayment, but excluding in any event Applicable Borrower to the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Lenders under this Section 10.4 and under Section 10.3(a): each LIBOR Rate Loan to be and CDOR 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 or CDOR, as applicable, used in determining the interest rate for such Lender as part of the Borrowing requested in such Notice of Borrowing when such LIBOR Rate Loan or CDOR Loan, as applicable, by a result of matching deposit or other borrowing in the interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such failureLIBOR Rate Loan or CDOR Loan, as applicable, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsin fact so funded.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost Protected Party against any loss or reasonable expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsprofit) sustained which such Protected Party may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender exceed 68 762040188 to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow or to refinance any Loan hereunder after irrevocable notice of such Borrowing, or refinancing has been given pursuant to Section 2.02 or 2.07, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects or (iii) any payment or prepayment of a Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the Settlement Date applicable thereto, so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects (each such loss or expense, a “Funding Loss”). Such Funding Losses shall be determined by each Protected Party in its sole discretion and shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Protected Party, of (i) its cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on the then-current Benchmark), for the period from the date of such Lender’s investment payment, prepayment or failure to borrow to the last day of the proceeds of such prepayment or then applicable Interest Period (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have been applicable to such Loan on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from such Lender’s investment of funds acquired Protected Party) that would be realized by such Protected Party in reemploying the funds so paid, prepaid or not borrowed or continued for such period or Interest Period, as the case may be. For the avoidance of doubt, any amounts payable under this Section 3.04 shall be calculated on the basis of the Committed Lender or the Conduit Lender, as applicable, obtaining funds for its Loans based on borrowing for a one-month period. A certificate of any Protected Party setting forth any amount or amounts which such Protected Party is entitled to fund the Loan receive pursuant to this Section 3.04 shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If The Borrower shall indemnify each Protected Party against any loss or reasonable expense (but excluding in any event loss of anticipated profit) which such Protected Party may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (1ii) makes any payment of principal with respect failure by the Borrower to borrow or to refinance any Loan on any day other than on a Quarterly Payment Datehereunder after irrevocable notice of such Borrowing, (2) fails to borrow any Loans after notice thereof or refinancing has been given pursuant to Section 2.02 or 2.07, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects or (iii) any payment or prepayment of a Loan, whether voluntary or involuntary, pursuant to any Lender in accordance with Section 2.2 and not revoked as permitted in other provision of this Agreement (or otherwise made on a date other than the Settlement Date applicable thereto, so long as a result any such payment, prepayment or conversion is not solely due to the failure of a default by any Lender) the Agent or (3) fails to prepay any Loans after notice thereof has been given to any Lender to comply with its obligations hereunder in accordance with Section 2.7 all material respects (each such loss or expense, a “Funding Loss”). Such Funding Losses shall be determined by each Protected Party in its sole discretion and not revoked shall include an amount equal to the excess, if any, as permitted in this Agreementreasonably determined by such Protected Party, then, in any such event, of (i) its cost of obtaining the Borrower shall compensate each Lender funds for the lossLoan being paid, cost and expense attributable to such event. In prepaid or not borrowed (based on LIBOR or the case of a Eurodollar Rate LoanCP Rate, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateConduit Lender designating the CP Rate for its Loans, the amountor Three-Month LIBOR, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any Committed Lender that has elected the Alternative Rate for its Loan), for the period from the date of such payment, prepayment or failure to borrow to the last day of the then applicable Interest Period (or, in the case of a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have been applicable to such Loan on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from such Lender’s investment of funds acquired Protected Party) that would be realized by such Protected Party in reemploying the funds so paid, prepaid or not borrowed or continued for such period or Interest Period, as the case may be. For the avoidance of doubt, any amounts payable under this Section 3.04 shall be calculated on the basis of the Committed Lender or the Conduit Lender, as applicable, obtaining funds for its Loans based on borrowing for a one-month period. A certificate of any Protected Party setting forth any amount or amounts which such Protected Party is entitled to fund the Loan receive pursuant to this Section shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If The Borrower shall indemnify each Bank against any loss or reasonable expense (including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Rate Loan) which such Bank may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article III, (1b) makes any failure by the Borrower to borrow hereunder, or to Convert Loans hereunder after a Borrowing Request or Conversion Notice, respectively, has been given, (c) any payment, prepayment or Conversion of a Eurodollar Rate Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the maturity of the Notes pursuant to Section 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal with respect to amount of any Loan on or any day other than on a Quarterly Payment Datepart thereof or interest accrued thereon, as and when due and payable (2) fails to borrow any Loans after at the due date thereof, by notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lenderprepayment or otherwise) or (3e) fails the occurrence of an Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to prepay any Loans after notice thereof has been given the excess, if any, as determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid or Converted or not borrowed or Converted (based on the Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment or Conversion or failure to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenborrow or Convert to the last day of the Interest Period for such Loan (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost failure to borrow or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateConvert, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Interest Period for the Loan being repaid which would have commenced on the date of such failure to borrow or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsConvert) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as estimated by such Lender from Bank) that would be realized by such Lender’s investment Bank in reemploying the funds so paid, prepaid or Converted or not borrowed or Converted for such period or Interest Period, as the case may be. The Borrower shall pay to the Agent for the account of each Bank the amount shown as due on any certificate received under Section 2.16 within 10 days after its receipt of the proceeds same. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of such prepayment or (b) in the case Highest Lawful Rate. Without prejudice to the survival of any failure other obligations of the Borrower hereunder, but subject to borrowthe last sentence of Section 2.16, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason obligations of the liquidation Borrower under this Section 2.13 shall survive the termination of this Agreement and/or the payment or reemployment assignment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part any of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNotes.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which The Borrower shall pay: (i) all losses or expenses incurred by each Lender in respect of the reasonable and documented losses, costs and expenses (including those Loan which are incurred directly by reason of the liquidation or reemployment redeployment (at not less than a market rate determined reasonably by reference to the facts and circumstances then existing) of deposits or other funds acquired by such Lender or contracted to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds be acquired by such Lender or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and (ii) where the Fixed Rate applies, all losses and expenses pursuant to fund any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR, in any such case in the maximum amount specified in paragraph (c) below (“Funding Losses”) and in each case which are incurred by any Lender as a direct result of any of the following events (each a “Funding Losses Event”): (A) any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 (Delayed Delivery)); (B) after the date on which the Borrower issues a Drawing Request, any failure of the Loan to be made in accordance with such Drawing Request, other than (I) where a Pre-Disbursement Delay has occurred, if the Loan is made within five (5) Business Days of the proposed Disbursement Date as specified in such Drawing Request or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct; (C) any prepayment by such Lender as the Borrower of all or any part of the Borrowing requested in such Notice Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of Borrowing when such the Loan), as a result of such failureexcept for: (I) where the Floating Rate applies, is not any prepayment made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and an Interest Payment Date; and (II) shall constitute Increased Costs payable by irrespective of whether the Borrower on Floating Rate or the next Quarterly Payment Date pursuant Fixed Rate applies, any mandatory prepayment attributable solely to the Priority of Payments.fact that the COFACE Insurance Policy is no longer in full force and effect, is terminated or

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or ), (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, (4) converts any Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default or giving effect to Section 11.1 without any action by the Borrower) or (5) assigns any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 11.5(a), then, in any such eventevent (unless such event occurs in connection with a securitization), the Borrower shall compensate each Lender for the any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable, then, in each case, upon demand therefor from a Lender, any resulting loss or expense reasonably and actually incurred by it (I) shall include including, without limitation, (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profitsprofits or margin), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) Borrowing), shall constitute “Increased Costs Costs” payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.

Funding Losses. If In addition to the Borrower compensation or payments required by Section 4.01 or Section 4.03, the Seller shall compensate each Purchaser, upon prior written request, for all liabilities, losses or expenses (1including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract but excluding any loss of the applicable Yield Rate) makes that such Purchaser sustains or incurs as a consequence of any: (a) payment, prepayment, conversion or renewal of any payment of principal with respect Capital to any Loan which the Term SOFR Rate applies on any a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (day other than the last day of the Yield Period therefor as a result of a default request by the Seller pursuant to Section 4.04. If any LenderPurchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller to such Purchaser on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (3c) fails to prepay any Loans after above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable on or prior to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsdate.

Funding Losses. If (a) The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the Borrower basis for requesting such amounts), for all reasonable losses, expenses and liabilities (1including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) makes which such Lender may sustain (any such amount, a “Breakage Amount”): (i) if for any reason (other than a default by such Lender) a borrowing of any LIBOR Rate Loan does not occur on a date specified therefor in a Loan Request or a telephonic request for borrowing; (ii) if any prepayment or other principal payment of, or any conversion of, any of principal with respect to any Loan its LIBOR Rate Loans occurs on any day other than on a Quarterly Payment Datethe last day of an Interest Period applicable to that Loan (whether voluntary, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreementmandatory, thenautomatic, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation acceleration, or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment otherwise); or (biii) in the case if any prepayment of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, its LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower. (b) A certificate of a Lender setting forth the amount or amounts necessary to compensate such date exceed Lender, as specified in clause (iia) above and delivered to the incomeBorrower, if anyshall be conclusive absent manifest error. The Borrower shall, received by subject to the priorities of payment set forth in Section 4.01, pay such Lender from the amount shown as due on any such Lendercertificate on the first Settlement Date occurring after the Borrower’s investment receipt of funds acquired by such Lender to fund the Loan certificate. Any Breakage Amounts that are not paid on such first Settlement Date shall continue to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsowing under this Agreement until paid in full.

Funding Losses. If In the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to event any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by shall reasonably incur any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid make, continue or by reason of a CP Lender’s inability to retire the source maintain any portion of the Borrowing being prepaid simultaneously with the prepaymentprincipal amount of any Loan as, but excluding in or to convert any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment portion of the proceeds principal amount of such any Loan into, a LIBO Rate Loan) as a result of (a) any conversion or repayment or prepayment of the principal amount of any LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to SECTION 3.1 or otherwise, (b) any Loans not being made as LIBO Rate Loans in accordance with the case Borrowing Request therefor, (c) any Loans not being made or continued as, or continued into, LIBO Rate Loans as a result of a withdrawn or revoked Borrowing Request or Continuation/Conversion Notice or for any other reason (other than a default by any Lender or the Administrative Agent), or (d) any Loans not being continued as, or converted into, LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor, then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, promptly after its receipt thereof, pay to the Administrative Agent for the account of such Lender such amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to borrowconvert or failure to continue, the amountincluding any loss, if any, by which (i) any losses cost or expense (excluding loss of anticipated profits), costs or expenses ) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such any Lender to fund or maintain such LIBO Rate Loan. Such written notice (which shall set forth in reasonable detail the Loan to basis for requesting such amount and include calculations in reasonable detail in support thereof) shall, in the absence of clearly demonstrable error, be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing conclusive and (II) shall constitute Increased Costs payable by the Borrower binding on the next Quarterly Payment Date pursuant to the Priority of PaymentsBorrower.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which The Borrower shall pay: (i) all losses or expenses incurred by each Lender in respect of the reasonable and documented losses, costs and expenses (including those Loan which are incurred directly by reason of the liquidation or reemployment redeployment (at not less than a market rate determined reasonably by reference to the facts and circumstances then existing) of deposits or other funds acquired by such Lender or contracted to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds be acquired by such Lender or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and (ii) where the Fixed Rate applies, all losses and expenses pursuant to fund any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR, in any such case in the maximum amount specified in paragraph (c) below (“Funding Losses”) and in each case which are incurred by any Lender as a direct result of any of the following events (each a “Funding Losses Event”): (A) any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 (Delayed Delivery)); (B) after the date on which the Borrower issues a Drawing Request, any failure of the Loan to be made in accordance with such Drawing Request, other than (I) where a Pre-Disbursement Delay has occurred, if the Loan is made within five (5) Business Days of the proposed Disbursement Date as specified in such Drawing Request or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct; (C) any prepayment by such Lender as the Borrower of all or any part of the Borrowing requested Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan), except for: (I) where the Floating Rate applies, any prepayment made on an Interest Payment Date; and (II) irrespective of whether the Floating Rate or the Fixed Rate applies, any mandatory prepayment attributable solely to the fact that the BpiFAE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, in each case where the same is due to the gross negligence or wilful misconduct of the relevant Lender; (D) any payment not being made on its due date, including following acceleration of the Loan; or (E) any prepayment not being made after a notice of prepayment has been provided to the Facility Agent pursuant to Clause 5.2 (Prepayment) or any other clause of this Agreement. (b) The Borrower shall make payment of all Funding Losses, on the later of the seventh (7th) Business Day after its receipt of a written notice of a Funding Losses Event from the Facility Agent (a “Funding Losses Notice”) and the effective date of the relevant Funding Losses Event, to the Facility Agent for the account of the relevant Lender. (c) The amount of the Funding Losses payable by the Borrower shall be: (i) the amount by which: (A) interest calculated by applying the Floating Rate (whether the Borrower has elected the Floating Rate or the Fixed Rate) to the amount of such Notice of Borrowing when Lender’s participation in the Loan received or recovered by it (or which such LoanLender was entitled to have received or recovered under this Agreement, as the case may be) as a result of a Funding Losses Event which would be payable by the Borrower under this Agreement if (I) such failure, is Funding Losses Event had not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing occurred and (II) shall constitute Increased Costs payable where the Fixed Rate applies, the Borrower had elected the Floating Rate, for the period starting on the date of such Lender’s receipt or recovery of such amount (or the date on which such Lender was entitled to receive or recover such amount, as the case may be) and ending on the last day of the applicable Interest Period (the “Relevant Period”) exceeds (B) the amount which such Lender would be able to obtain by placing an amount equal to the amount received or recovered by it (or which it was entitled to have received or recovered, as the case may be) on deposit with a leading bank in the London interbank market for the Relevant Period; and (ii) where the Fixed Rate applies, since the Lenders commit themselves irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account the differential (the “Rate Differential”) between the CIRR and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the next Quarterly Payment date on which such prepayment is required to be made and ending on the original Repayment Date pursuant (as adjusted following any previous prepayments) for such installment and (A) the net present value of each corresponding amount resulting from the above calculation will be determined at the corresponding market yield; and (B) if the cumulated amount of such present values is negative, no amount shall be due to the Priority Borrower or from the Borrower. (d) Any Funding Losses Notice with respect to Funding Losses suffered by a Finance Party shall include calculations in reasonable detail of Paymentsthe relevant amounts and set forth the relevant loss and expense. (e) The Facility Agent shall notify the Borrower, in writing, of the amount of the Funding Losses due from the Borrower by sending a Funding Losses Notice to the Borrower as soon as is reasonably practicable after the occurrence of the relevant Funding Losses Event and after it has received notice of the amount of Funding Losses calculated by the relevant Lender or the French Authorities, as applicable.

Funding Losses. If In the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to event any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by shall reasonably incur any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a LIBO Rate Loan) as a result of (w) any conversion or repayment or prepayment of the principal amount of any LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 3.1 or otherwise, (x) any Loans not being repaid made as LIBO Rate Loans in accordance with the Borrowing Request therefor, (y) any Loans not being made or by reason continued as, or continued into, LIBO Rate Loans as a result of a CP Lender’s inability to retire withdrawn or revoked Borrowing Request or Continuation/Conversion Notice or for any other reason (other than a default by any Lender or the source of the Borrowing Administrative Agent) or (z) any Loans not being prepaid simultaneously continued as, or converted into, LIBO Rate Loans in accordance with the prepaymentContinuation/ Conversion Notice therefor, but excluding in then, upon the notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, promptly after its receipt thereof, pay to the Administrative Agent for the account of such Lender such amounts required to compensate such Lender for any event the additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert or failure to continue, including any loss, cost or expense (excluding, however, loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such any Lender to fund or maintain such LIBO Rate Loan. Such notice (which shall set forth in reasonable detail the Loan to basis for requesting such amount and include calculations in reasonable detail in support thereof) shall, in the absence of clearly demonstrable error, be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing conclusive and (II) shall constitute Increased Costs payable by the Borrower binding on the next Quarterly Payment Date pursuant to the Priority of PaymentsBorrower.

Funding Losses. If (a) The Borrower agrees to compensate each Bank for any loss or expense which such Bank may sustain or incur as a consequence of (a) default by the Borrower (1) makes any in payment when due of the principal with respect to any Loan amount of or interest on any day other than on a Quarterly Payment DateEurodollar Loan, (2b) fails to borrow any default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a c) default by the Borrower in making any Lender) or (3) fails to prepay any Loans prepayment after the Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 and the provisions of this Agreement or (d) the making of a prepayment of Eurodollar Loans on a day which is not revoked as permitted in this Agreementthe last day of an Interest Period with respect thereto, thenincluding, without limitation, in each case, any such eventloss (including, without limitation, loss of margin) or expense arising from the Borrower shall compensate each Lender reemployment of funds obtained by it or from amounts payable by such Bank to lenders of funds obtained by it in order to make or maintain such Loans. Such compensation may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the lossperiod from the date of such prepayment or of such failure to borrow, cost and expense attributable convert or continue to the last day of such event. In Interest Period (or, in the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateinterest for such Loans provided for herein, including, the amountLIBOR Applicable Margin included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from Bank) which would have accrued to such Lender’s investment Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. This covenant shall survive the termination of this Agreement and the payment of the proceeds Loans and all other amounts payable hereunder. When claiming under this Section 2.21, the claiming Bank shall provide to the Borrower a statement, signed by an officer of such prepayment Bank, explaining the amount of any such loss or expense (b) including the calculation of such amount), which statement shall, in the case absence of any failure to borrowmanifest error, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant conclusive with respect to the Priority of Paymentsparties hereto.

Funding Losses. If The Borrower shall indemnify each Bank against any loss or reasonable expense (including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Rate Loan) which such Bank may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article III, (1b) makes any failure by the Borrower to borrow hereunder, or to Convert Loans hereunder after a Borrowing Request or Conversion Notice, respectively, has been given, (c) any payment, prepayment or Conversion of a Eurodollar Rate Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the maturity of the Notes pursuant to Section 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal with respect to amount of any Loan on or any day other than on a Quarterly Payment Datepart thereof or interest accrued thereon, as and when due and payable (2) fails to borrow any Loans after at the due date thereof, by notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lenderprepayment or otherwise) or (3e) fails the occurrence of an Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to prepay any Loans after notice thereof has been given the excess, if any, as determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid or Converted or not borrowed or Converted (based on the Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment or Conversion or failure to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenborrow or Convert to the last day of the Interest Period for such Loan (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost failure to borrow or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateConvert, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Interest Period for the Loan being repaid which would have commenced on the date of such failure to borrow or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsConvert) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as estimated by such Lender from Bank) that would be realized by such Lender’s investment Bank in reemploying the funds so paid, prepaid or Converted or not borrowed or Converted for such period or Interest Period, as the case may be. The Borrower shall pay to the Administrative Agent for the account of each Bank the amount shown as due on any certificate received under Section 2.16 within 10 days after its receipt of the proceeds same. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of such prepayment or (b) in the case Highest Lawful Rate. Without prejudice to the survival of any failure other obligations of the Borrower hereunder, but subject to borrowthe last sentence of Section 2.16, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason obligations of the liquidation Borrower under this Section 2.13 shall survive the termination of this Agreement and/or the payment or reemployment assignment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part any of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNotes.

Funding Losses. If the Borrower (1a) makes any The Company shall reimburse each Lender and hold each Lender harmless from (in each case by prompt payment of principal with respect any relevant amounts to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result the Administrative Agent for the account of a default by any such Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense that the Lender may sustain or incur, including any loss incurred in obtaining, liquidating or redeploying deposits bearing interest by reference to LIBOR from third parties (I“Funding Losses”) shall include (a) in the case as a consequence of any payment of principal with respect to any Loan on any day other than on the following events (each, a Quarterly Payment Date, the amount, if any, by which “Breakage Event”): (i) the reasonable and documented losses, costs and expenses failure of the Company to make on a timely basis any scheduled payment of principal of any Loan; (ii) the failure of the Company to borrow the Loans on the Closing Date proposed in the Notice of Borrowing; (iii) the failure of the Company to make any voluntary prepayment in accordance with any notice delivered under Section 2.04 (Voluntary Prepayments) or mandatory prepayment in accordance with Section 2.05 (Mandatory Prepayments); or (iv) the prepayment or repayment (including those incurred by reason pursuant to Section 2.04 (Voluntary Prepayments), Section 2.05 (Mandatory Prepayments) or Section 2.06 (Repayment of the Loans), but not including any mandatory prepayments pursuant to Section 2.05(c)) or other payment (including after acceleration thereof) of any Loan on a day that is not the last day of the relevant Interest Period therefor (including as a result of the replacement of a Lender with a Substitute Lender pursuant to Section 3.09 (Substitution of Lender); including in each case (x) any such loss or expense arising from the liquidation or reemployment of deposits or other funds acquired obtained by such Lender to fund maintain such Loan or from fees payable to terminate the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in deposits from which such funds were obtained and (y) any event the loss of anticipated profits) sustained customary and reasonable administrative fees charged by such Lender exceed in connection therewith. (b) The Funding Losses to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at an amount equal to LIBOR for the Interest Period during which such Breakage Event occurs, for the period from the date of such Breakage Event to the end of the then current Interest Period therefor, over (ii) the income, if any, received by amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender from such Lender’s investment of determines in good faith would bid were it to bid, at the proceeds beginning of such prepayment or (b) period, for US Dollar deposits of a comparable amount and period from other banks in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsEurodollar market.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which The Borrower shall pay: (i) all losses or expenses incurred by the reasonable and documented losses, costs and Lenders in respect of an Unfunded Loan Portion; and (ii) all losses or expenses incurred by the Funding Entity in respect of its funding of a Funded Loan Portion (including those all xxxxx de rupture as such term is defined in the Funding Agreement), in each such case which are incurred directly by reason of the liquidation or reemployment redeployment (at not less than a market rate) of deposits or other funds acquired or contracted to be acquired by such Lender or the Funding Entity or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and (iii) where the Fixed Rate applies, all losses and expenses pursuant to fund any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR, in any such case in the maximum amount specified in paragraph (c) below (“Funding Losses”) and in each case which are incurred by any Lender or the Funding Entity as a direct result of any of the following events (each a “Funding Losses Event”): (A) any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 (Delayed Delivery)); (B) after the date on which the Borrower issues the Drawing Request, any failure of the Loan to be made in accordance with the Drawing Request, other than (I) if the Loan is made within five (5) Business Days of the Funding Date as contemplated by Clause 2.6 (Delayed Delivery) or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct or the Funding Entity’s faute lourde or dol (as applicable); (C) any prepayment by the Borrower of all or any part of the Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan), except for: (I) where the Floating Rate applies, any prepayment made on an Interest Payment Date; and (II) irrespective of whether the Floating Rate or the Fixed Rate applies, any mandatory prepayment attributable solely to the fact that (I) the Funding Agreement is no longer in effect or (II) the BpiFAE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, in each case where the same is due to the faute lourde or dol of the relevant Lender; (D) any payment not being repaid made on its due date, including following acceleration of the Loan; or (E) any prepayment not being made after a notice of prepayment has been provided to the Facility Agent pursuant to Clause 5.2 (Prepayment) or by reason any other clause of this Agreement. (b) The Borrower shall make payment of all Funding Losses, on the later of the seventh (7th) Business Day after its receipt of a CP Lender’s inability to retire written notice of a Funding Losses Event from the source Facility Agent (a “Funding Losses Notice”) and the effective date of the Borrowing being prepaid simultaneously with relevant Funding Losses Event, to the prepayment, but excluding in any event Facility Agent for the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment account of the proceeds Funding Entity and/or the relevant Lender, as applicable. (c) The amount of such prepayment the Funding Losses payable by the Borrower shall be: (i) in respect of any Funded Loan Portion and the Funding Entity, the amount notified to the Funding Coordination Agent under clause 13.3(b) of the Funding Agreement and duly justified in accordance with clause 8.8(b) of the Funding Agreement, and, for the avoidance of doubt, no Funding Losses shall be payable to the Funding Entity (whether the Borrower has elected the Floating Rate or (bthe Fixed Rate) in the case of a prepayment of the Loan on an Interest Payment Date; (ii) in respect of any failure to borrowUnfunded Loan Portion and a Lender, the amount, if any, amount by which: (A) interest calculated by applying the Floating Rate (whether the Borrower has elected the Floating Rate or the Fixed Rate) to the amount of such Lender’s participation in the Unfunded Loan Portion received or recovered by it (or which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender was entitled to fund have received or recovered under this Agreement, as the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, case may be) as a result of a Funding Losses Event which would be payable by the Borrower under this Agreement if (I) such failure, is Funding Losses Event had not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing occurred and (II) shall constitute Increased Costs payable where the Fixed Rate applies, the Borrower had elected the Floating Rate, for the period starting on the date of such Lender’s receipt or recovery of such amount (or the date on which such Lender was entitled to receive or recover such amount, as the case may be) and ending on the last day of the applicable Interest Period (the “Relevant Period”) exceeds (B) the amount which such Lender would be able to obtain by placing an amount equal to the amount received or recovered by it (or which it was entitled to have received or recovered, as the case may be) on deposit with a leading bank in the European interbank market for the Relevant Period; and (iii) where the Fixed Rate applies, since the Lenders commit themselves irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account the differential (the “Rate Differential”) between the CIRR and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the next Quarterly Payment date on which such prepayment is required to be made and ending on the original Repayment Date pursuant (as adjusted following any previous prepayments) for such installment and (A) the net present value of each corresponding amount resulting from the above calculation will be determined at the corresponding market yield; and (B) if the cumulated amount of such present values is negative, no amount shall be due to the Priority Borrower or from the Borrower. (d) Any Funding Losses Notice with respect to Funding Losses suffered by a Finance Party shall include calculations in reasonable detail of Paymentsthe relevant amounts and set forth the relevant loss and expense. (e) If the Funding Entity suffers any Funding Losses, the Facility Agent shall, or shall procure that the Funding Agents shall, use reasonable efforts to obtain from the Funding Entity the reasonable details of the calculations of such Funding Losses and the related documentation required to be provided by the Funding Entity under clauses 13.3(b) and 8.8(b) of the Funding Agreement. Solely if such details are provided by the Funding Entity shall they be provided to the Borrower together with the relevant Funding Losses Notice. (f) The Facility Agent shall notify the Borrower, in writing, of the amount of the Funding Losses due from the Borrower by sending a Funding Losses Notice to the Borrower as soon as is reasonably practicable after the occurrence of the relevant Funding Losses Event and after it has received notice of the amount of Funding Losses calculated by the Funding Entity, the relevant Lender or the French Authorities, as applicable.

Funding Losses. If the Borrower Borrowers shall jointly and severally indemnify Lender against any loss or reasonable expense (1such loss or expense is referred to herein as a "FUNDING LOSS," such term including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Borrowing or any part thereof as a Eurodollar Borrowing) makes any payment of principal with respect to Eurodollar Borrowings which Lender may sustain or incur as a consequence of (i) any Loan failure by Borrowers to fulfill on the date of any day other than on a Quarterly Payment DateBorrowing hereunder the applicable conditions set forth in SECTION 4, (2ii) fails any failure by Borrowers to borrow any Loans hereunder or to convert Borrowings hereunder after notice thereof a Conversion Notice has been given to given, (iii) any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result payment, prepayment, or conversion of a default Eurodollar Borrowing required or permitted by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in other provisions of this Agreement, thenincluding, without limitation, payments made due to the acceleration of the maturity of the Borrowings pursuant to SECTION 8.2, or otherwise made on a date OTHER THAN the last day of the applicable Interest Period, (iv) any default in the payment or prepayment of the principal amount of any Eurodollar Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or (v) the occurrence of a Potential Default or an Event of Default. The term "FUNDING LOSS" includes, without limitation, an amount equal to the excess, if any, as determined by Lender of (A) its cost of obtaining the funds for the Borrowing being paid, prepaid, or converted or not borrowed or converted (based on the Adjusted Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment, or conversion or failure to borrow or convert to the last day of the Interest Period for such Borrowing (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow or convert, the Interest Period for the Borrowing which would have commenced on the date of such lossfailure to borrow or convert) over (B) the amount of interest (as estimated by Lender) that would be realized by Lender in reemploying the funds so paid, cost prepaid or expense converted or not borrowed or converted for such period or Interest Period, as the case may be. A certificate of Lender setting forth any amount or amounts which Lender is entitled to receive pursuant to this SECTION 2.16(e), together with a description in reasonable detail of the manner in which such amounts have been calculated, shall be delivered to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT D-0601350.3 Borrowers and shall be conclusive, absent manifest error. Borrowers shall pay to Lender the amount shown as due on any certificate within five (I5) days after its receipt of the same. Notwithstanding the foregoing, in no event shall Lender be permitted to receive any compensation hereunder constituting interest in excess of the Maximum Rate. Without prejudice to the survival of any other obligations of Borrowers hereunder, the obligations of Borrowers under this SECTION 2.16(e) shall include (a) in survive the case termination of any this Agreement and/or the payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason or assignment of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNote.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Term SOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments. In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (b) the conversion of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 11.5, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate RateSOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If Each Borrower shall reimburse each Lender and hold each Lender harmless from all losses and expenses documented in the Borrower manner provided in the last sentence of this Section 2.12 (1excluding any loss of anticipated profits) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any which the Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than may sustain or incur as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which consequence of: (i) the reasonable and documented losses, costs and expenses failure of such Borrower to make on a timely basis any scheduled payment of principal of any Loan; (ii) the failure of such Borrower to borrow a Loan after such Borrower has given a Notice of Borrowing; (iii) the failure of such Borrower to make any prepayment in accordance with any notice delivered under Section 6.2; (iv) the prepayment or repayment (including those incurred pursuant to Section 6.1, 6.2 or 6.3) or other payment (including after acceleration thereof) of a Loan or any Unpaid Sum on a day that is not an Interest Payment Date; or (v) the Reset Date in respect of such Borrower’s Drilling Unit occurring before the original expiration date of any Interest Period in respect of Loans made to such Borrower selected by reason of such Borrower pursuant to Section 2.8; including any Break Costs for LIBOR and any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Loan or from fees payable to terminate the deposits or other from which such funds acquired by such were obtained. Each Lender shall, at any time that it makes a claim under this Section 2.12, provide a written notice as to fund the Loan being repaid or by reason of a CP Lender’s inability amounts owed to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of , showing in reasonable detail the proceeds of such prepayment or (b) in basis for the case of any failure to borrowcalculation thereof, the amountwhich notice shall, if anyabsent manifest error, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made final and conclusive and binding on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsall parties hereto.

Funding Losses. If Each Borrower agrees to pay to the Borrower Administrative Agent for the account of each Lender, upon the request of such Lender through the Administrative Agent, such amount as shall be sufficient (1) makes any payment in the reasonable opinion of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any such Lender) or (3) fails to prepay compensate it for any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include including any such actual loss, cost, premium, penalty or expense arising from, without duplication, (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired obtained by such Lender to make, maintain or fund all or any part of its Loan, (b) “broken funding”, (c) fees payable to terminate the deposits from which such funds were obtained or (d) amounts incurred to terminate, settle or re-establish hedging arrangements or related trading positions (irrespective of the currency thereof)), together with customary administrative fees charged by such Lender in connection with the foregoing, that such Lender determines are attributable to: (i) the payment of any principal of any Loan being repaid or other than on a Payment Date (whether voluntary, mandatory, automatic, by reason of a CP Lender’s inability to retire acceleration, or otherwise); or (ii) any failure by any Borrower for any reason (including the source failure of any of the conditions precedent specified in Article V to be satisfied) to make a requested borrowing of Loans hereunder on the requested Borrowing being prepaid simultaneously with Date specified in the prepayment, but excluding in any event Borrowing Request given pursuant to Section 2.02(b). Each Lender shall furnish a notice to the loss Borrowers setting forth the basis and amount of anticipated profits) sustained each request by such Lender exceed (ii) for compensation under this Section 3.03, which notice shall provide reasonable detail as to the incomecalculation of such loss, cost or expense, and shall be conclusive and binding upon the Borrowers in the absence of demonstrable error. In the case of the Borrowers’ repayment of any part of the Loan on any date other than a Payment Date, the “loss, cost or expense” incurred by the Lenders shall include, and the Borrowers shall pay to the Lenders, in addition to any other amounts payable by the Borrowers under this Section 3.03, the amount determined by a Lender to be equal to the excess, if any, received by of (x) the amount of interest that would have accrued on the principal amount of the Loan, as the case may be, had such repayment not occurred, at the rate of interest then in effect under this Agreement, as the case may be, for the remainder of the Interest Period during which the relevant repayment is made over (y) the amount of interest that such Lender would earn on such principal amount repaid for the remainder of such Interest Period if such principal amount were invested for such remaining period at the interest rate that would be bid to such Lender from such Lender’s investment of the proceeds of such prepayment or (b) banks in the case of any failure to borrow, London interbank market at the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentstime repayment occurs.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in each case, upon demand therefor from a Lender, any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost resulting loss or expense reasonably and actually incurred by it (I) shall include including, without limitation, (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) Borrowing), shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly MonthlyQuarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or ), (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, (4) converts any SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default or giving effect to Section 11.1 without any action by the Borrower) or (5) assigns any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 11.5(a), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense actually incurred by such Xxxxxx and attributable to such event. In the case of a Eurodollar Rate LoanSOFR Loans, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly MonthlyQuarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s 's inability to retire the source of the Borrowing Funding being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s Xxxxxx's investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing Funding requested in such Notice of Borrowing Funding when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s 's investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing Funding and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly MonthlyQuarterly Payment Date pursuant to the Priority of Payments. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.

Funding Losses. If The Borrower hereby agrees that upon demand by any Bank to the Administrative Agent (which demand shall be made within three (3) Business Days after receipt of notice of any payment or proposed payment by the Borrower (1) makes any payment of principal under this Agreement giving rise to indemnification under this Section 5.5 and shall be accompanied by a statement setting forth in reasonable detail using the methodology set forth in Exhibit I with respect to any Loan on any day other than on Eurodollar Rate Loans and by a Quarterly Payment Date, (2) fails methodology reasonably determined by such Bank with respect to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventAbsolute Rate Loans), the Borrower shall compensate each Lender for the loss, cost and expense attributable to will indemnify such event. In the case of a Eurodollar Rate Loan, such loss, cost Bank against any loss or expense which such Bank may sustain or incur (I) shall include (a) in the case of including, without limitation, any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those loss incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Bank to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepaymentmaintain Eurodollar Rate Loans, but excluding in specifically any event the loss of anticipated profits) sustained administrative fee or other amount chargeable by such Lender exceed (ii) Bank for the incomecalculation of such loss), if any, received as reasonably determined by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such LoanBank, as a result of (a) any payment or prepayment or conversion of any Eurodollar Rate Loans or Absolute Rate Loans of such failureBank on a date other than the last day of an Interest Period for such Eurodollar Rate Loan or Absolute Rate Loan, is not made or (b) any failure of the Borrower to borrow on such the date exceed of CHAR_1\F:\DOCS\KAM\BANKING\218148_8 51 any Borrowing set forth in any Notice of Borrowing or Competitive Bid Request (iiafter acceptance of Competitive Bids by the Borrower) or (c) any failure of the incomeBorrower to convert or continue any portion of the Committed Loans on a date specified therefor in the Notice of Continuation/Conversion delivered pursuant to this Agreement. For this purpose, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender all notices to fund the Loan Administrative Agent pursuant to this Agreement shall be deemed to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsirrevocable.

Funding Losses. If The 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 Borrower (1) makes to make any payment or mandatory prepayment of principal with respect of any SOFR Loan (including payments made after any acceleration thereof); (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any Loan on any day other than on prepayment after the Borrower have given a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement 2.7; (other than as a result d) the prepayment (including pursuant to Section 2.8) of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any SOFR Loan on any a day other than the Interest Payment Date therefor; or (e) the conversion pursuant to Section 2.6 of any SOFR Loan to a Base Rate Loan on a Quarterly day other than the Interest Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (Date therefor; including those incurred by reason of any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its SOFR Loans hereunder or from fees payable to terminate the deposits or other from which such funds acquired by were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender to fund the Loan being repaid or by reason shall have notified Agent of a CP Lender’s inability to retire the source any such expense within two (2) Business Days of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss date on which such expense was incurred. Solely for purposes of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on to the next Quarterly Payment Date Lenders under this Section 11.4 and under Section 11.3(a). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Priority of PaymentsBorrower 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. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Monthly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or ), (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, (4) converts any SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default or giving effect to Section 11.1 without any action by the Borrower) or (5) assigns any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 11.5(a), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense actually incurred by such Xxxxxx and attributable to such event. In the case of a Eurodollar Rate LoanSOFR Loans, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Monthly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s Xxxxxx's inability to retire the source of the Borrowing Funding being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s Xxxxxx's investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing Funding requested in such Notice of Borrowing Funding when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s 's investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing Funding and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Monthly Payment Date pursuant to the Priority of Payments. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.

Funding Losses. If The Borrower shall indemnify each Protected Party against any loss or reasonable expense (but excluding in any event loss of anticipated profit) which such Protected Party may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (1ii) makes any payment of principal with respect failure by the Borrower to borrow or to refinance any Loan on any day other than on a Quarterly Payment Datehereunder after irrevocable notice of such Borrowing, (2) fails to borrow any Loans after notice thereof or refinancing has been given pursuant to Section 2.02 or 2.07, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects or (iii) any payment or prepayment of a Loan, whether voluntary or involuntary, pursuant to any Lender in accordance with Section 2.2 and not revoked as permitted in other provision of this Agreement (or otherwise made on a date other than the last day of the Interest Period applicable thereto, so long as a result any such payment, prepayment or conversion is not solely due to the failure of a default by any Lender) the Agent or (3) fails to prepay any Loans after notice thereof has been given to any Lender to comply with its obligations hereunder in accordance with Section 2.7 all material respects (each such loss or expense, a “Funding Loss”). Such Funding Losses shall be determined by each Protected Party in its sole discretion and not revoked shall include an amount equal to the excess, if any, as permitted in this Agreementreasonably determined by such Protected Party, then, in any such event, of (i) its cost of obtaining the Borrower shall compensate each Lender funds for the lossLoan being paid, cost and expense attributable to such event. In prepaid or not borrowed (based on LIBOR or the case of a Eurodollar Rate LoanCP Rate, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateConduit Lender designating the CP Rate for its Loans, the amountor Three-Month LIBOR, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any Committed Lender that has elected the Alternative Rate for its Loan), for the period from the date of such payment, prepayment or failure to borrow to the last day of the then applicable Interest Period (or, in the case of a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have been applicable to such Loan on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from such Lender’s investment of funds acquired Protected Party) that would be realized by such Protected Party in reemploying the funds so paid, prepaid or not borrowed or continued for such period or Interest Period, as the case may be. For the avoidance of doubt, any amounts payable under this Section 3.04 shall be calculated on the basis of the Committed Lender or the Conduit Lender, as applicable, obtaining funds for its Loans based on borrowing for a one-month period. A certificate of any Protected Party setting forth any amount or amounts which such Protected Party is entitled to fund the Loan receive pursuant to this Section shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If the Borrower (1) makes any payment Upon demand of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance (with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lendercopy to the Administrative Agent) or (3) fails from time to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventtime, the Borrower Borrowers shall promptly compensate each such Lender for the loss, cost and expense attributable to hold such event. In the case of a Eurodollar Rate Loan, such Lender harmless from any loss, cost or expense (Icollectively, “Breakage Costs”) shall include incurred by it as a result of: (a) in the case any continuation, conversion, payment or prepayment of any payment of principal with respect to any Loan other than a Base Rate Loan on any a day other than the last day of the Interest Period for such Loan; or (b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Lead Borrower;If Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.25(d)(i) or amounts under Section 3.04(a) or sends a Quarterly Payment Datenotice under Section 2.25(d)(ii) relative to changed circumstances (such Issuing Bank or Lender, an “Affected Lender”), then, at the request of Lead Borrower, such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.25(d)(i) or Section 3.04(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining SOFR Loans (or Base Rate Loans determined with reference to Adjusted Term SOFR), and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.25(d)(i) or Section 3.04(a), as applicable, or to enable Borrowers to obtain SOFR Loans (or Base Rate Loans determined with reference to Term SOFR), then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.25(d)(i) or Section 3.04(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.25(d)(i) or Section 3.04(a), as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain SOFR Loans (or Base Rate Loans determined with reference to Term SOFR), may designate a different Issuing Bank or substitute a Lender or prospective Lender, in each case, reasonably acceptable to Administrative Agent to purchase the Obligations owed to such Affected Lender and such Affected Xxxxxx’s commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of this Agreement and such Affected Lender shall cease to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of this Agreement. (c) Notwithstanding anything herein to the contrary, the amountprotection of Sections 2.25(d), and 3.04 shall be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, neither Issuing Bank nor any Lender shall demand compensation pursuant to this Section 3.04 if it shall not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If (A) The Borrowers shall reimburse each Lender on demand for any loss incurred or to be incurred by it in the Borrower reemployment of the funds released (1i) makes resulting from any payment prepayment (for any reason whatsoever, including, without limitation, refinancing with Base Rate Loans) of principal with respect to any Eurodollar Loan on any day required or permitted under this Agreement, if such Loan is prepaid other than on a Quarterly Payment Datethe last day of the Interest Period for such Loan (including, (2) fails to borrow without limitation, any Loans after notice thereof has been given to any Lender such prepayment in accordance connection with Section 2.2 and not revoked as permitted in the syndication of the credit facility evidenced by this Agreement (other than as a result of a default by any LenderAgreement) or (3ii) fails to prepay in the event that after the Borrowers deliver a notice of borrowing under Section 2.2 in respect of Eurodollar Loans, such Loans are not made on the first day of the Interest Period specified in such notice of borrowing for any Loans after notice thereof has been given to any reason other than a breach by such Lender in accordance with Section 2.7 and not revoked as permitted in of its obligations under this Agreement. Such loss shall be the amount as reasonably determined by such Lender as the excess, thenif any, in any of (a) the amount of interest which would have accrued to such eventLender on the amount so paid or not borrowed at a rate of interest equal to Adjusted LIBOR for such Loan, the Borrower shall compensate each Lender for the loss, cost and expense attributable period from the date of such payment or failure to such event. In borrow to the case of a Eurodollar Rate Loan, such loss, cost or expense last day (I) shall include (a1) in the case of any a payment or conversion of principal with respect to any Loan on any day Base Rate Loans other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason last day of the liquidation or reemployment of deposits or other funds acquired by Interest Period for such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source Loan, of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by then current Interest Period for such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment Loan or (b2) in the case of any such failure to borrow, of the amount, if any, Interest Period for such Loan which would have commenced on the date of such failure to borrow over (b) the amount of interest which would have accrued to such Lender on such amount by which placing such amount on deposit for a comparable period with leading banks in the London interbank market. Each Lender shall deliver to the Parent from time to time one or more certificates setting forth the amount of such loss as determined by such Lender. (iB) In the event the Borrowers fail to prepay any losses (excluding loss of anticipated profitsLoan on the date specified in any prepayment notice delivered under Section 2.6(C), costs the Borrowers on demand by any Lender shall pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any loss incurred by such Lender as a result of such failure to prepay, including, without limitation, any loss, cost or expenses incurred by reason of the liquidation or reemployment acquisition of deposits or other funds acquired by such Lender to fund fulfill deposit obligations incurred in anticipation of such prepayment, but without duplication of any amounts paid under Section 3.5(A). Each Lender shall deliver to the Loan Borrowers from time to be made time one or more certificates setting forth the amount of such loss as determined by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender), including, for the avoidance of doubt, where such notice has been revoked in accordance with Section 2.2(d) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate SOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.9 shall be delivered to the Borrower and shall be conclusive absent manifest error.

Funding Losses. If the Borrower (1) makes any payment Promptly following written demand of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance (with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lendercopy to the Administrative Agent) or (3) fails from time to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventtime, the Borrower shall promptly compensate each such Lender for the loss, cost and expense attributable to hold such event. In the case of a Eurodollar Rate Loan, such Lender harmless from any loss, cost or expense actually incurred by it as a result of: (I) shall include with respect to Loans that are not RFR Loans, in the event of: (a) any continuation, conversion, payment or prepayment of any Term Benchmark Loan of the Borrower on a day other than the last day of the Interest Period for such Loan; or (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to pay, prepay, borrow, continue or convert any Term Benchmark Loan of the Borrower on the date or in the case of any payment of principal amount notified by the Borrower; and (II) with respect to RFR Loans, in the event of: (a) any continuation, conversion, payment or prepayment of any RFR Loan of the Borrower on any a day other than on the Interest Payment Date applicable thereto; or (b) any failure by the Borrower (for a Quarterly Payment Date, reason other than the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason failure of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the make a Loan) to pay, prepay, borrow, continue or convert any RFR Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with Borrower on the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment date or (b) in the case of amount notified by the Borrower; in each case, including any failure to borrow, the amount, if any, by which (i) any losses loss or expense (excluding loss of anticipated profits), costs or expenses incurred by reason of ) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits or other from which such funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentswere obtained.

Funding Losses. If (a) The Borrowers agree to compensate each Bank for any loss or expense which such Bank may sustain or incur as a consequence of (a) default by a Borrower in payment when due of the Borrower (1) makes any payment principal amount of principal with respect to any Loan or interest on any day other than on a Quarterly Payment DateEurodollar Loan, (2b) fails to borrow any default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after a Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a c) default by a Borrower in making any Lender) or (3) fails to prepay any Loans prepayment after a Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 and the provisions of this Agreement or (d) the making of a prepayment of Eurodollar Loans on a day which is not revoked as permitted in this Agreementthe last day of an Interest Period with respect thereto, thenincluding, without limitation, in each case, any such eventloss (including, without limitation, loss of margin) or expense arising from the Borrower shall compensate each Lender reemployment of funds obtained by it or from amounts payable by such Bank to lenders of funds obtained by it in order to make or maintain such Loans. Such compensation may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the lossperiod from the date of such prepayment or of such failure to borrow, cost and expense attributable convert or continue to the last day of such event. In Interest Period (or, in the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateinterest for such Loans provided for herein, including, the amountLIBOR Applicable Margin included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from Bank) which would have accrued to such Lender’s investment Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. This covenant shall survive the termination of this Agreement and the payment of the proceeds Loans and all other amounts payable hereunder. When claiming under this Section 2.30, the claiming Bank shall provide to the affected Borrower a statement, signed by an officer of such prepayment Bank, explaining the amount of any such loss or expense (b) including the calculation of such amount), which statement shall, in the case absence of any failure to borrowmanifest error, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant conclusive with respect to the Priority of Paymentsparties hereto.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost Protected Party against any loss or reasonable expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsprofit) sustained which such Protected Party may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender exceed to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow or to refinance the Loans hereunder after irrevocable notice of such Borrowing, or refinancing has been given pursuant to Section 2.02 or 2.07, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects or (iii) any payment or prepayment of a Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the Settlement Date applicable thereto, so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects (each such loss or expense, a “Funding Loss”). Such Funding Losses shall be determined by each Protected Party in its sole discretion and shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Protected Party, of (i) its cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on the Benchmark), for the period from the date of such Lender’s investment payment, prepayment or failure to borrow to the last day of the proceeds of such prepayment or then applicable Interest Period (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have been applicable to such Loan on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from such Lender’s investment of funds acquired Protected Party) that would be realized 70 Loan Agreement by such Protected Party in reemploying the funds so paid, prepaid or not borrowed or continued for such period or Interest Period, as the case may be. For the avoidance of doubt, any amounts payable under this Section 3.04 shall be calculated on the basis of the Committed Lender or the Conduit Lender, as applicable, obtaining funds for its Loans based on borrowing for a one-month period. A certificate of any Protected Party setting forth any amount or amounts which such Protected Party is entitled to fund the Loan receive pursuant to this Section 3.04 shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Senior Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Senior Loans after notice thereof has been given to any Senior Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Senior Lender) or (3) fails to prepay any Senior Loans after notice thereof has been given to any Senior Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in each case, upon demand therefor from a Senior Lender, any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost resulting loss or expense reasonably and actually incurred by it (I) shall include including, without limitation, (a) in the case of any payment of principal with respect to any Senior Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Senior Lender to fund the Loan Senior Loans being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsrepaid) sustained by such Senior Lender exceed (ii) the income, if any, received by such Senior Lender from such Senior Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profitsprofits or margin), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Senior Lender to fund the Senior Loan to be made by such Senior Lender as part of the Borrowing Funding requested in such Notice of Borrowing Funding Request when such Senior Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Senior Lender from such Senior Lender’s investment of funds acquired by such Senior Lender to fund the Senior Loan to be made as part of such Borrowing and (II) Funding), shall in each case constitute Increased Costs “Funding Losses” payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in each case, upon demand therefor from a Lender, any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost resulting loss or expense reasonably and actually incurred by it (I) shall include including, without limitation, (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profitsprofits or margin), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) Borrowing), shall constitute “Increased Costs Costs” payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If the Borrower (1a) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost event BofA shall incur any -------------- loss or expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired obtained by such Lender BofA in order to fund the Loan being repaid or by reason its purchase of Notes from Borrower) as a CP Lender’s inability to retire the source result of: (i) any termination of the Borrowing being prepaid simultaneously with Facility or any reduction of the prepaymentFacility Limit pursuant to Section 1.07 or the occurrence of an Early ------------ Termination, but excluding to the extent not included in any event the loss of anticipated profits) sustained by such Lender exceed Early Termination Payments paid pursuant to Section 1.09; ------------ (ii) the incomefailure by Borrower to issue and sell to BofA any Note which Borrower is required to issue and sell under the terms of this Agreement; (iii) any failure of the Borrower to issue and sell to BofA any Note as a result of the failure of the Borrower to meet any condition precedent to such sale; or (iv) the failure by Borrower, for whatever reason, to pay in full to BofA on any Maturity Date or any date thereafter all amounts which are due on such date under any Note pursuant to Section 2.02, or the ------------ payment by Borrower of any amount in respect of any Note on any day other than the applicable Maturity Date, then, upon written notice by BofA to Borrower, Borrower shall pay directly to BofA such amount as will reimburse BofA for such loss or expense. Such written notice shall include calculations thereof in reasonable detail and shall, in the absence of manifest error, be conclusive and binding on Borrower. (i) Without limiting the foregoing, if for any reason Borrower fails on any Purchase Date to issue and sell to BofA a Note having principal amounts at least equal to the Required Foreign Currency Amounts applicable to such Purchase Date (including without limitation any such failure which arises from any failure to fulfill a condition precedent to such issuance and sale), then on the Maturity Date which would have been applicable to such Note, if issued, Borrower will pay to BofA as liquidated damages for BofA's loss of profit for Borrower's breach of its agreement to issue and sell such Note for the Purchase Price applicable thereto (or its failure to fulfill any such condition precedent as the case may be) an amount (the "Non-Issuance Damages ------------------- Amount") equal to the excess, if any, received of: (A) the Dollar Equivalent Principal Amount which would have been applicable to such Note, over (B) the Purchase Price applicable to such Note. Such damages are payable in addition to, but without duplication of, any other amounts payable by such Lender from such Lender’s investment of Borrower hereunder. Notwithstanding the proceeds of such prepayment or (b) in foregoing, if the case of any sole reason for Borrower's failure to borrow, sell such Note to BofA was that the amount, if any, by which (i) Borrower failed to fulfill a condition precedent to such sale because any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested previously issued Note had not been paid in such Notice of Borrowing when such Loan, full as a result of the Borrower and its Subsidiaries having not generated Dollar Equivalent Revenue equal to the Dollar Equivalent Principal Amount thereof, such failureNon-Issuance Damage Amount owing by the Borrower shall accrue interest at the rate set forth in Section 1.05(d), is not made on and --------------- shall be payable only to the extent of Dollar Equivalent Revenue generated by the Borrower and its Subsidiaries during the period from the originally scheduled Purchase Date of such date exceed (ii) Note until the incomefirst anniversary of the Scheduled Termination Date, if any, received by as set forth in Section 2.02(d). The ---------------- first such Lender from such Lender’s investment payment of funds acquired by such Lender to fund the Loan to a Non-Issuance Damages Amount shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment originally scheduled Maturity Date pursuant for such Note, and subsequent damage payments shall be made by the Borrower as set forth in Section 2.02(d) until such Non- --------------- Issuance Damages Amount plus accrued interest at the rate set forth in Section 1.05(d) have been paid in full (but subject to the Priority conditions in --------------- Section 2.02(d)). --------------- (ii) If on any Maturity Date the amount set forth in clause (i) (B) -------------- above is greater than the amount set forth in clause (i)(A) above, then, ------------- provided that no Termination Event or Unmatured Termination Event shall have occurred and be continuing, BofA will pay the amount of Paymentssuch excess to the Borrower on such Maturity Date.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in In the case of event any payment of principal with respect to Lender shall incur any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred loss or expense by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid make, continue or by reason of a CP Lender’s inability to retire the source maintain any portion of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case principal amount of any failure to borrow, the amount, if any, by which Loan as a Floating Rate Loan as a result of: (i) any losses conversion or repayment or prepayment of the principal amount of the Tranche B Loans on a date other than the scheduled last day of an Interest Period with respect to the Tranche B Loans, whether pursuant to Section 3.1, Section 3.7 or otherwise; or (excluding loss ii) any Loans not being made in accordance with the Borrowing Request therefor due to the fault of anticipated profitsthe Borrower or as a result of any of the conditions precedent set forth in Article V not being satisfied, then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), costs the Borrower shall, within five Business Days of its receipt thereof, pay directly to such Lender such amount as will reimburse such Lender for such loss or expenses incurred expense. Such written notice shall include calculations in reasonable detail setting forth the loss or expense to such Lender. NYDOCS02/877859.5 26 (b) In the event any Lender shall incur any Breakage Costs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part make, continue or maintain any portion of the principal amount of any Loan as a Fixed Rate Loan as a result of: (i) any conversion or repayment or prepayment of the principal amount of the Tranche A Loans on a date other than a scheduled repayment date for such Tranche A Loans as set forth in Schedule II hereto, whether pursuant to Section 3.1, Section 3.7 or otherwise; (ii) any reduction of the Tranche A Commitment Amount pursuant to Section 2.2.1; (iii) the Tranche A Loans not being made on or prior to February 15, 2010 (or such later date as may be necessary due to ice conditions for the Borrower to take delivery of the Vessel, but no later than April 15, 2010); or (iv) any Loans not being made in accordance with the Borrowing requested in such Notice Request therefore due to the fault of Borrowing when such Loan, the Borrower or as a result of such failureany of the conditions precedent set forth in Article V not being satisfied, is not made on such date exceed (ii) then, upon the income, if any, received by such Lender from such Lender’s investment written notice of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant (with a copy to the Priority Administrative Agent), the Borrower shall, within five Business Days of Paymentsits receipt thereof, pay directly to such Lender such Breakage Costs. Such written notice shall include calculations in reasonable detail setting forth the Breakage Costs to such Lender.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which The Borrower shall pay: (i) all losses or expenses incurred by the reasonable and documented losses, costs and Lenders in respect of an Unfunded Loan Portion; and (ii) all losses or expenses incurred by the Funding Entity in respect of its funding of a Funded Loan Portion (including those all xxxxx de rupture as such term is defined in the Funding Agreement), in each such case which are incurred directly by reason of the liquidation or reemployment redeployment (at not less than a market rate) of deposits or other funds acquired or contracted to be acquired by such Lender or the Funding Entity or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and (iii) where the Fixed Rate applies, all losses and expenses pursuant to fund any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR, in any such case in the maximum amount specified in paragraph (c) below (“Funding Losses”) and in each case which are incurred by any Lender or the Funding Entity as a direct result of any of the following events (each a “Funding Losses Event”): (A) any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 (Delayed Delivery)); (B) after the date on which the Borrower issues the Drawing Request, any failure of the Loan to be made in accordance with the Drawing Request, other than (I) if the Loan is made within five (5) Business Days of the Funding Date as contemplated by Clause 2.6 (Delayed Delivery) or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct or the Funding Entity’s faute lourde or dol (as applicable); (C) any prepayment by the Borrower of all or any part of the Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan), except for: (I) where the Floating Rate applies, any prepayment made on an Interest Payment Date; and (II) irrespective of whether the Floating Rate or the Fixed Rate applies, any mandatory prepayment attributable solely to the fact that (I) the Funding Agreement is no longer in effect or (II) the BpiFAE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, in each case where the same is due to the faute lourde or dol of the relevant Lender; (D) any payment not being repaid made on its due date, including following acceleration of the Loan; or (E) any prepayment not being made after a notice of prepayment has been provided to the Facility Agent pursuant to Clause 5.2 (Prepayment) or by reason any other clause of this Agreement. (b) The Borrower shall make payment of all Funding Losses, on the later of the seventh (7th) Business Day after its receipt of a CP Lender’s inability to retire written notice of a Funding Losses Event from the source Facility Agent (a “Funding Losses Notice”) and the effective date of the Borrowing being prepaid simultaneously with relevant Funding Losses Event, to the prepayment, but excluding in any event Facility Agent for the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment account of the proceeds Funding Entity and/or the relevant Lender, as applicable. (c) The amount of such prepayment the Funding Losses payable by the Borrower shall be: (i) in respect of any Funded Loan Portion and the Funding Entity, the amount notified to the Funding Coordination Agent under clause 13.3(b) of the Funding Agreement and duly justified in accordance with clause 8.8(b) of the Funding Agreement, and, for the avoidance of doubt, no Funding Losses shall be payable to the Funding Entity (whether the Borrower has elected the Floating Rate or (bthe Fixed Rate) in the case of a prepayment of the Loan on an Interest Payment Date; (ii) in respect of any failure to borrowUnfunded Loan Portion and a Lender, the amount, if any, amount by which: (A) interest calculated by applying the Floating Rate (whether the Borrower has elected the Floating Rate or the Fixed Rate) to the amount of such Lender’s participation in the Unfunded Loan Portion received or recovered by it (or which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender was entitled to fund have received or recovered under this Agreement, as the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, case may be) as a result of a Funding Losses Event which would be payable by the Borrower under this Agreement if (I) such failure, is Funding Losses Event had not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing occurred and (II) shall constitute Increased Costs payable where the Fixed Rate applies, the Borrower had elected the Floating Rate, for the period starting on the date of such Lender’s receipt or recovery of such amount (or the date on which such Lender was entitled to receive or recover such amount, as the case may be) and ending on the last day of the applicable Interest Period (the “Relevant Period”) exceeds (B) the amount which such Lender would be able to obtain by placing an amount equal to the amount received or recovered by it (or which it was entitled to have received or recovered, as the case may be) on deposit with a leading bank in the European interbank market for the Relevant Period; and (iii) where the Fixed Rate applies, since the Lenders commit themselves irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account the differential (the “Rate Differential”) between the CIRR and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the next Quarterly Payment date on which such prepayment is required to be made and ending on the original Repayment Date pursuant (as adjusted following any previous prepayments) for such installment and (A) the net present value of each corresponding amount resulting from the above calculation will be determined at the corresponding market yield; and (B) if the cumulated amount of such present values is negative, no amount shall be due to the Priority of PaymentsBorrower or from the Borrower.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost against any loss or reasonable expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by which such Lender exceed may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in ARTICLE IV, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to SECTION 2.02 or 2.07, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iii) any payment, prepayment or conversion of a Fixed Rate Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto, so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), or (v) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Fixed Rate Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed (based on the applicable Eurodollar Rate), for the period from the date of such Lender’s investment payment, prepayment, conversion or failure to borrow, convert or continue to the last day of the proceeds of Interest Period for such prepayment or Loan (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have commenced on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failurefailure to borrow, is not made on such date exceed convert or continue) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such Lender’s investment period or Interest Period, as the case may be. A certificate of funds acquired by any Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan receive pursuant to this SECTION 3.05 shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) Date or if the Borrower fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in then upon demand therefor from a Lender any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost resulting loss or expense reasonably incurred by it (I) shall include including, without limitation, (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s Conduit's inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s 's investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s 's investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) Borrowing), shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate RateSOFR Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such LenderXxxxxx’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount (provided that such calculation will not in any way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost, liability or expense (excluding loss of anticipated profits or margin) actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower Representative; or (1c) makes any payment assignment of principal with respect to any a Term SOFR Rate Loan on any a day other than on a Quarterly Payment Date, (2) fails prior to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than the last day of the Interest Period therefor as a result of a default request by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable Representative pursuant to such event. In the case of a Eurodollar Rate Loan, such loss, cost Section 3.07; including any loss or expense (Iexcluding loss of anticipated profits or margin) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those actually incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits or other from which such funds acquired by such were obtained. Notwithstanding the foregoing, no Lender may make any demand under this Section 3.05 (i) with respect to fund the Loan being repaid or by reason of a CP Lender’s inability to retire “floor” specified in the source parenthetical in the first sentence of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss definition of anticipated profits) sustained by such Lender exceed Adjusted Term SOFR Rate or (ii) the income, if any, received by such Lender from such Lender’s investment in connection with any prepayment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made interest on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsTerm Loans.

Funding Losses. If the Borrower (1) makes The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any loss or expense that such Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than sustains or incurs as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which consequence of: (i) the reasonable and documented losses, costs and expenses failure of any Borrower to make any payment or required prepayment of principal of any Advance (including those incurred by reason payments made after any acceleration thereof); (ii) the failure of any Borrower to borrow after such Borrower has given a Notice of Drawing; (iii) the failure of any Borrower to make any prepayment permitted hereunder after giving notice thereof; or (iv) the repayment of an Advance on a day which is not the last day of the Interest Period with respect thereto; including any such loss or expense (including any loss of income) arising from the liquidation or reemployment of funds obtained by it to maintain its Advances hereunder or from fees payable to terminate the deposits or other from which such funds acquired were obtained. Reemployment costs shall include the amount (if any) by which the amount of interest which such Lender is able to fund obtain for the Loan being repaid or by reason of a CP Lender’s inability to retire the source remainder of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment period of the proceeds of such prepayment or (b) in Advance by placing the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable principal amount repaid by the Borrower on deposit in the next Quarterly Payment Date pursuant applicable interbank market is less than the amount of interest which would have accrued on the amount prepaid for the remaining period thereon if no repayment had taken place. A certificate delivered by the Agent as to the Priority determination of Paymentsthe reemployment cost shall be conclusive and binding on the Borrower absent manifest error. Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.3, each Advance made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded by a matching deposit in Euro or an Alternative Currency or other borrowing in the interbank eurocurrency market for a comparable amount and for a comparable period, whether or not such Advance is in fact so funded.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense shall include (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.