Common use of Funding Losses Clause in Contracts

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent), the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.07, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent), the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or; (c) any failure by any Borrower to make payment of any Loan or reimbursement of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 3.08(a); including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.073.06, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan or Daily Floating Eurodollar Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure assignment of a Fixed Period Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.16(a); including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan (excluding loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Fixed Period Eurodollar Rate Committed Loan made by it at the Eurocurrency Fixed Period Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Fixed Period Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense (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 Eurocurrency Rate Loan of any Borrower on a day other than prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);Loan; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan of such Borrower on the date or in the amount notified by the Company or the applicable Designated Parent Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; , including any loss or expense (excluding loss of anticipated profits or margin) arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractobtained. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such the applicable currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded; provided, that in the case of Section 3.05(a), if any such Eurocurrency Rate Loan has a Eurocurrency Rate floor, any amount owing by the Borrowers to such Lender shall be reduced by the amount of interest income accrued during the completed portion of the Interest Period at a rate equal to the Eurocurrency Rate floor over the applicable Eurocurrency Rate for such Interest Period.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost cost, or expense incurred by it as a result of: (a) any continuation, conversion, payment payment, or prepayment of any Loan Borrowing other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan Borrowing (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue continue, or convert any Loan Borrowing other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16, including any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore applicable London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall, or shall promptly compensate (or cause the applicable Designated Borrower to compensate) to, promptly compensate such Lender for and hold such Lender harmless from any loss, actual cost or expense incurred by it in connection with such 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 any such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated BorrowerCompany; or (c) any failure assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained as well as foreign exchange losses, based on customary funding and foreign exchange hedging arrangements. Notwithstanding the foregoing, no Borrower shall have any obligation to pay any Lender any amount arising under subsection (a) to the extent that such amount exceeds the amount, if any, by which (i) the present value of the additional interest which would have been payable to such Lender if the applicable Loan had not been prematurely continued, converted, paid or from prepaid exceeds (ii) the performance present value of the interest which would have been receivable by such Lender as a result of placing the amount so received by such Lender as a consequence of the continuation, conversion, payment or prepayment of such Loan on deposit in the 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 foreign exchange contractinterest payments referred in the immediately preceding sentence, such interest payments shall be discounted at a rate equal to the sum of (x) the Eurocurrency Rate in effect on the date two Business Days prior to the date the Borrower continues, converts, pays or prepays any Loan in the manner described in subsection (a), and (y) the Applicable Rate for Eurocurrency Rate Loans. The Company shall, or shall cause the applicable Borrower to, also pay any customary administrative fees charged by such Lender in connection with the foregoing. The foregoing indemnity shall not apply to any special, incidental or consequential damages. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated any Borrower; or; (c) any failure assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to make Section 11.15; or (d) any payment by the Borrowers of the principal of or interest on any Revolving Credit Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencycurrency from the currency in which the applicable Revolving Credit Loan is denominated; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Adjusted Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurocurrency market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a LoanLoan or pursuant to a conditional notice) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by the Company or the applicable Designated Parent Borrower; or; (c) any failure by any Borrower the Borrowers to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof of any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currencycurrency from such Loan or Letter of Credit drawing; or (d) any mandatory assignment of such Lender’s Eurocurrency Rate Loans pursuant to Section 3.08 on a day other than the last day of the Interest Period for such Loans, including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of (but excluding anticipated profits). The Borrowers shall also pay any foreign exchange contract. For purposes of calculating amounts payable customary administrative fees charged by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.07, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at in connection with the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so fundedforegoing.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company applicable Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated such Borrower; or; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the applicable Borrower pursuant to Section 11.14. including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan on the date or in the amount notified by the Company or the applicable Designated such Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower the Company pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 11.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained; provided that the performance Company shall have no obligation to pay to any Lender any of any foreign exchange contractthe foregoing amounts incurred in connection with such Lender being a Defaulting Lender. For purposes of calculating amounts payable by the Company (or to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the applicable Administrative Agent)) from time to time, the Company applicable Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or; (c) any failure by such Borrower (for a reason other than the failure of such Lender to create or purchase an Acceptance) to repay or draw any Borrower to make payment of Acceptance on any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due relevant date or in any payment thereof in relevant amount; or (d) any assignment of a different currencyEurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Such Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by a Borrower to the Company (or the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Benchmark Rate Loan denominated in a Term Benchmark Currency of the Borrower on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by any 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 Benchmark Rate Loan of the Borrower on the date or in the amount notified by the Company Borrower, including any loss or expense (excluding loss of anticipated profits) arising from the applicable Designated Borrowerliquidation 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 (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Approved Foreign Currency on its scheduled due date or any payment thereof in a different difference currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Benchmark Rate Committed Loan made by it at the Eurocurrency Benchmark Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such the applicable currency for a comparable amount and for a comparable periodperiod if applicable, whether or not such Eurocurrency Benchmark Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower pursuant to Section 10.13; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) Borrower to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Administrative Borrower; or (c) any failure by any Borrower the Borrowers to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Administrative Borrower pursuant to Section 10.16; including any loss of anticipated profits, any foreign currency exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign currency exchange contract. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment of principal 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 any 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 Company or the applicable Designated BorrowerBorrower (even if permitted to revoke such notice); or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan (excluding loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) Borrower to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepayprepay (including without limitation pursuant to Section 2.09(d)), borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 11.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or reasonable expense actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; (c) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 11.14; or (cd) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall also pay (or cause the applicable Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender the Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate used in determining the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the -------------- Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result ofof : (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.15; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of obtained, but excluding any foreign exchange contractApplicable Rate. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or including any loss of anticipated profits (cbut not including any loss of the margin for the period following prepayment) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of (i) a request by any the Borrower pursuant to make payment Section 11.16 or (ii) an assignment by Bank of any Loan or drawing under any Letter America pursuant to Section 11.07(b) as part of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencythe primary syndication of the Commitments and Loans during the 180-day period immediately following the Closing Date; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Revolving Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Revolving Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Revolving Loan) to prepay, borrow, continue or convert any Revolving Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Revolving Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Revolving Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or shall cause the applicable Designated Borrower to compensateto) promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated such Borrower; or (c) any failure by any a Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 10.13; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall (or shall cause the applicable Designated Borrower to) also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by a Borrower to the Company (or the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender together with appropriate supporting documentation (with a copy of such demand and documentation to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuationContinuation, conversionConversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue Continue or convert Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Interbank Offered Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore applicable Eurodollar interbank market for such currency Dollars for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon Promptly upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure an assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 11.16; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, Loan (excluding any foreign exchange losses loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Term Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Term Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Term Loan) to prepay, borrow, continue or convert any Term Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14. excluding any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Term Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Term Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any actual, direct loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 11.14; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any reasonable and customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon Promptly upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated BorrowerBorrowers; or (c) any failure an assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower the Borrowers pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 11.16; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, Loan (excluding any foreign exchange losses loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of (i) the joinder of a new Lender to this Agreement at any time after the Closing Date, and (ii) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefore as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore dollar interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or; (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.16; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from form the performance of any foreign exchange contractcontract (but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender together with appropriate supporting documentation (with a copy of such demand and documentation to the Administrative Agent)) from time to time, the Company applicable Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it it, if any, as a result of: (a) any continuationContinuation, conversionConversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any the applicable Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue Continue or convert Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated such Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05 (Funding Losses), such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Interbank Offered Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore applicable Eurodollar interbank market for such currency Dollars for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender together with appropriate supporting documentation (with a copy of such demand and documentation to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it it, if any, as a result of: (a) any continuationContinuation, conversionConversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue Continue or convert Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05 (Funding Losses), such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Interbank Offered Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore applicable Eurodollar interbank market for such currency Dollars for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any the Borrower (for a reason other than the failure of such any 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 Company or the applicable Designated Borrower; or (c) , including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payments to any Lender pursuant to this Section 3.05 relating to any loss, cost or expense incurred by a Lender more than 180 days prior to such Lender’s request for any additional payment or compensation pursuant to this Section 3.05.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan of the Borrower on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained; or (c) any assignment of such Lender’s Eurocurrency Rate Loans pursuant to Section 3.07 on a day other than the performance last day of any foreign exchange contractthe Interest Period for such Loans. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company or the European Borrower, as the case may be, shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any the Company or the European 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 Company or the applicable Designated European Borrower; or; (c) any failure by any the Company or the European Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof thereon in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by a Borrower pursuant to Section 10.16; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Company shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) European Borrower to any Lender the Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy from time to the Administrative Agent)time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: of (including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract): (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.078.4, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated BorrowerBorrowers; or (c) any failure assignment of a Eurocurrency Rate Committed Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower the Company pursuant to make payment Section 9.16; or (d) during the 180-day period following the Closing Date, the syndication of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencythe Loans by the Arranger; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.5, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company applicable Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any assignment of Loans undertaken by any Lender pursuant to any increase in Commitments requested by Avnet pursuant to Section 2.14; or (c) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencyAvnet; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan of the Borrower on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan of the Borrower on the date or in the amount notified by the Company Borrower, including any loss or expense (excluding loss of anticipated profits) arising from the applicable Designated Borrowerliquidation 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 (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such the applicable currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon Promptly following 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, the Company Parent Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense (excluding loss of anticipated profits) 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 other than the last day of the any Interest Period Period, relevant interest payment date or payment period, as applicable, for such Loan Loan, if applicable (whether voluntary, mandatory, automatic, by reason of acceleration, acceleration or otherwise); (b) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Parent Borrower; or; (c) any assignment of a Term SOFR Loan or Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Parent Borrower pursuant to Section 3.06; or (d) any failure by any Borrower the Borrowers to make payment of any Revolving Credit Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any foreign exchange loss and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.07, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any the Lender (with a copy from time to the Administrative Agent)time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such the Lender harmless from any loss, cost or expense incurred by it as a result of: : (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); ; (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (c) any failure by the Borrower (for a reason other than the failure of the Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Prime Rate Loan on the date or in the amount notified by the Borrower, including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by the Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender under this Section 3.073.05, such the Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. 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 calculation of the requested amount, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (Loan, whether voluntary, mandatory, automatic, by reason of acceleration, acceleration or otherwise); (b) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a LoanLoan in violation of its obligation to do so) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by the Company or the applicable Designated Parent Borrower; or (c) any failure by any Borrower to make payment the assignment of any Eurocurrency Rate Loan or drawing under any Letter on a day other than the last day of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencythe Interest Period for such Loan, which assignment was required by the Parent Borrower pursuant to Section 3.07(a); including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Eurocurrency Rate Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractobtained. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the applicable Administrative Agent)) from time to time, the Company applicable Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or; (c) any failure by such Borrower (for a reason other than the failure of such Lender to create or purchase an Acceptance) to repay or draw any Borrower to make payment of Acceptance on any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due relevant date or in any payment thereof in relevant amount; or (d) any assignment of a different currencyEurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Such Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by a Borrower to the Company (or the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan or CDOR Rate Loan of the Borrowers on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by any a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan or CDOR Rate Loan of such Borrower on the date or in the amount notified by such Borrower, including any loss or expense (excluding loss of anticipated profits) arising from the Company liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the applicable Designated Borrowerdeposits from which such funds were obtained; or (c) any failure by any a Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan or CDOR Rate Loan made by it at the Eurocurrency Eurodollar Rate or CDOR Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such the applicable currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan or CDOR Rate Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense (but excluding anticipated profits) incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; 83894470_5 (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a LoanLoan or pursuant to a conditional notice) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or; (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof of any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currencycurrency from such Loan or Letter of Credit drawing; or (d) any mandatory assignment of such Lender’s Eurocurrency Rate Loans pursuant to Section 3.07 or Section 3.08 on a day other than the last day of the Interest Period for such Loans, including foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained obtained, or from the performance of any foreign exchange contractcontract (but excluding anticipated profits). For purposes of calculating amounts payable The Borrower shall also pay any customary administrative fees charged by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.07, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at in connection with the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so fundedforegoing.

Funding Losses. Upon demand of any Lender (with a copy The Company agrees to the Administrative Agent), the Company shall promptly compensate (or cause the applicable Designated Borrower reimburse each Bank and to compensate) such Lender for and hold such Lender each Bank harmless from any loss, cost loss or out-of-pocket expense incurred by it which such Bank may sustain or incur as a result direct consequence of: (a) the failure of the Company to make on a timely basis any continuation, conversion, payment or prepayment of principal of any Loan other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such or Term SOFR Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwiseincluding payments made after any acceleration thereof); (b) any failure by any Borrower (for a reason other than the failure of such Lender the Company to make a Loan) to prepay, borrow, continue or convert any a Loan other than a Base Rate Loan on the date or in the amount notified by after the Company has given (or the applicable Designated Borrower; oris deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Company to make any prepayment after the Company has given a notice in accordance with Section 2.06; (d) any failure by any Borrower the Company to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; (e) any principal payment in respect of an Eurocurrency Rate Loan or a Term SOFR Loan on a day which is not the last day of the Interest Period with respect thereto; or (f) the conversion pursuant to Section 2.04 of any Eurocurrency Rate Loan or a Term SOFR Loan to a Base Rate Loan on a day that is not the last day of the respective Interest Period; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall also pay any customary administrative fees charged by such Bank in connection with the foregoing. For purposes of calculating amounts payable by the Company (or to the applicable Designated Borrower) to any Lender Banks under this Section 3.073.04, such Lender each Bank shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan other than a Base or IBOR Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower the Company (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert into any Eurodollar Rate Loan other than a Base or IBOR Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencyCompany; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Company shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.4, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan or IBOR Rate Loan made by it at the Eurocurrency Eurodollar Rate or the IBOR Rate, as applicable, for such Loan by a matching EXHIBIT 4.1 deposit or other borrowing in the relevant offshore Dollar interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan or IBOR Rate Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency and required to be paid by such Borrower in such Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 11.13. including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company or the Designated Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender the Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded. Notwithstanding anything to the contrary contained herein, no Borrower shall be required to make any payments to any Lender pursuant to this Section 3.05 relating to any loss, cost or expense incurred by a Lender more than 180 days prior to such Lender’s request for any additional payment or compensation pursuant to this Section 3.05.

Funding Losses. Upon Within 10 days after written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company each Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan of such Borrower on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a prepayment or borrowing of Base Rate Loan Loans or Canadian Prime Rate Loans) on the date or in the amount notified by the Company or the applicable Designated such Borrower; or; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative a Foreign Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 9.12, including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractcontract (including any customary administrative fees charged by such Lender in connection with the foregoing, but excluding any loss of anticipated profits). For purposes of calculating amounts payable by any Borrower to the Company (or the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.5, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore applicable interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, setting forth in reasonable detail the amount payable to such Lender, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.07Section, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated BorrowerBorrowers; or (c) any failure by any Borrower the Borrowers to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained, but excluding any loss of anticipated profits. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained obtained; provided that the Borrower shall not be required to compensate a Lender for any loss, cost or expenses incurred by such Lender in connection with a prepayment made in accordance with Section 3.13(b)(i) if such prepayment resulted from such Lender’s failure to make its share of the performance of applicable borrowing available to the Administrative Agent. The Borrower shall also pay any foreign exchange contractcustomary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.11, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Eurodollar Loan made by it at the Eurocurrency Eurodollar Base Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Eurodollar Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; orBorrowers; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Alterative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowers pursuant to Section 10.13; including any loss loss, cost or expense (other than loss of anticipated profits), any foreign exchange losses, arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate used in determining the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. (a) Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or shall cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense reasonably incurred by it as a result of: (ai) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or, to the extent such payment or prepayment is demanded by the Swing Line Lender prior to an Event of Default, an Offshore Currency Swing Line Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified specified in a notice given by the Company or the applicable Designated Borrower, as the case may be; or (ciii) any failure by any Borrower to make payment the assignment of any Offshore Rate Loan or drawing under any Letter other than on the last day of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in the Interest Period applicable thereto as a different currencyresult of a request by the Borrower pursuant to Section 10.16; Exhibit 4.1 including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractobtained. For purposes of calculating amounts payable by the Company (or the applicable any Designated Borrower) , as applicable, to any Lender the Lenders under this Section 3.073.05(a), such each Lender shall be deemed to have funded each Eurocurrency Offshore Rate Committed Loan made by it at the Eurocurrency rate used in determining the Offshore Rate for such Loan by a matching deposit or other borrowing Borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Offshore Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense (collectively, the “Funding Losses”) incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated such Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractobtained. For purposes of calculating amounts payable by the Company (or to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such (i) each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded and (ii) each Lender shall be deemed to have funded each TIIE Rate Loan made by it at the TIIE Rate for such Loan by a matching deposit or other borrowing in the Mexico City interbank market for a comparable amount and for a comparable period, whether or not such TIIE Rate Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company each Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan of such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated such Borrower; or; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative a Foreign Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 10.13(b); including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrowers shall pay each Lender the amount shown as due on any certificate delivered by such Lender claiming such compensation within ten (10) Business Days after the Borrowers’ receipt of the same. Such Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by any Borrower to the Company (or the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore applicable interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a LoanLoan or pursuant to a conditional notice) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or; (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof of any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currencycurrency from such Loan or Letter of Credit drawing; or (d) any mandatory assignment of such Lender’s Eurocurrency Rate Loans pursuant to Section 3.07 or Section 3.08 on a day other than the last day of the Interest Period for such Loans, including foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained obtained, or from the performance of any foreign exchange contractcontract (but excluding anticipated profits). For purposes of calculating amounts payable The Borrower shall also pay any customary administrative fees charged by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.07, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at in connection with the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so fundedforegoing.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or; (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Eurodollar Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Eurodollar Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall Borrowers jointly and severally agree to promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan on a day other than the last day of the an Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; orBorrowers; (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower the Borrowers pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.15; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained, but excluding any loss of anticipated profits. The Borrowers also jointly and severally agree to pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.5, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower the Company (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 Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencyCompany; including any such loss or expense (but excluding any loss of anticipated profits and profits associated with interest rate margins) arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Company shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.04 and under Section 3.03(a), such each Eurodollar Rate Loan made by each Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was is in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or; (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative a Permitted Foreign Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.16; excluding any loss of anticipated profits and including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency Available Currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) any failure by any the Applicable Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank eurocurrency market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company relevant Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated on behalf of such Borrower; or (c) any failure assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any such Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 11.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Such Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or relevant Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or; (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Foreign Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of an assignment by Bank of America or Xxxxxx Commercial Paper Inc. as part of the primary syndication of the Term Loan during the 180-day period immediately following the Closing Date; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank Eurocurrency market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Company Borrowers shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Term Benchmark Loan other than a Base or Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a LoanLoan or pursuant to a conditional notice) to prepay, borrow, continue or convert any Term Benchmark Loan other than a Base or Eurocurrency Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; orBorrowers; (c) any failure by any a Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof of any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currencycurrency from such Loan or Letter of Credit drawing; or (d) any mandatory assignment of such Xxxxxx’s Term Benchmark Loans or Eurocurrency Rate Loans pursuant to Section 3.07 on a day other than the last day of the Interest Period for such Loans, including foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained obtained, or from the performance of any foreign exchange contractcontract (but excluding anticipated profits). For purposes of calculating amounts payable The Borrowers shall also pay any customary administrative fees charged by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.07, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at in connection with the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so fundedforegoing.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or; (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Foreign Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of an assignment by Bank of America, any Bookmanager or its Affiliates as part of the primary syndication (as determined by the Bookmanagers) of the Loans and Commitments; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank Eurocurrency market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded. Notwithstanding the foregoing, amounts shall be payable by the Borrower pursuant to this Section 3.05 only to the extent any Lender claiming payment hereunder has notified the Borrower and the Administrative Agent in writing of such amounts within 60 days after such amounts have been incurred by such Lender.

Funding Losses. 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 an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost cost, liability or expense (excluding loss of anticipated profits or margin) actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment assignment of any a SOFR Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency Term Rate Loans on its scheduled due date or any payment thereof in a different currencyday prior to the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 3.07; including any loss or expense arising from (excluding loss of anticipated profits or margin) actually incurred by reason of the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Notwithstanding the performance of foregoing, no Lender may make any foreign exchange contract. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender demand under this Section 3.07, such Lender shall be deemed 3.05 (i) with respect to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing “floor” specified in the offshore interbank market for such currency for a comparable amount and for a comparable perioddefinition of Alternative Currency Term Rate, whether (ii) the Floor with respect to SOFR Loans or not such Eurocurrency Rate Committed Loan was (iii) in fact so fundedconnection with any prepayment of interest on Term Loans.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 11.16; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, Loan (excluding any foreign exchange losses loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.14; Table of Contents excluding any Borrower to make payment loss of anticipated profits and any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; Applicable Rate and including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuationContinuation, conversionConversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue Continue or convert Convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Interbank Offered Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore applicable Eurodollar interbank market for such currency Dollars for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan denominated in a LIBO Currency of the Borrower on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise)Loan; (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Company Borrower, including any loss or expense (excluding loss of anticipated profits) arising from the applicable Designated Borrowerliquidation 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 (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Approved Foreign Currency on its scheduled due date or any payment thereof in a different difference currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such the applicable currency for a comparable amount and for a comparable periodperiod if applicable, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16; including any loss of anticipated profits, any loss or expense or any foreign exchange losses arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Eurodollar Loan made by it at the Eurocurrency Eurodollar Rate used in determining the Eurodollar Rate 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 Eurocurrency Rate Committed Eurodollar Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16; including any loss of anticipated profits, any foreign currency exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign currency exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the applicable Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment Section 3.07 (Substitution of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencyLenders); including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currencycurrency from such Loan or Letter of Credit drawing; or (d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 11.13; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender the Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or the Term Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan or the Term Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) , including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) Borrower to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) Borrower to any Lender Lenders under this Section 3.073.5, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate or London Interbank Offered Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Company shall Borrowers shall, jointly and severally, promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a LoanLoan or pursuant to a conditional notice) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; orBorrowers; (c) any failure by any Borrower the Borrowers to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof of any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currencycurrency from such Loan or Letter of Credit drawing; or (d) any mandatory assignment of such Lender’s Eurocurrency Rate Loans pursuant to Section 3.06 on a day other than the last day of the Interest Period for such Loans, including foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained obtained, or from the performance of any foreign exchange contractcontract (but excluding anticipated profits). For the purposes of calculating the amounts payable by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.073.05, any “floor” requirement reflected in the Adjusted Eurocurrency Rate shall be disregarded. The Borrowers shall also pay any customary administrative fees charged by such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at in connection with the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so fundedforegoing.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company respective Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any the respective Borrower (for a reason other than the failure of such Lender to make a LoanLoan in accordance with the terms of this Credit Agreement) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment assignment of, or sale of participations in, any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period therefor as a result of (x) a request by the Borrowers pursuant to Section 11.16 or drawing under any Letter (y) the occurrence of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencyRe-Allocation Event; including any loss or expense arising from the liquidation or reemployment of funds (excluding loss of profit or margin) obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractobtained. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) Borrower to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan or Term Loans made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Optional Currency on its scheduled due date or any payment thereof in a different currency; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) Borrower to any Lender Lenders under this Section 3.073.5, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate or London Interbank Offered Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: : (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurocurrency Rate Loan denominated in a LIBO Currency of the Borrower on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); Loan; (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Company Borrower, including any loss or expense (excluding loss of anticipated profits) arising from the applicable Designated Borrowerliquidation 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 or (c) any failure by any the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Approved Foreign Currency on its scheduled due date or any payment thereof in a different difference currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such the applicable currency for a comparable amount and for a comparable periodperiod if applicable, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any Borrower the Company (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan on the date or in the amount notified by the Company or the applicable Designated BorrowerCompany; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower the Company pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractobtained. For purposes of calculating amounts payable by the Company (or to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded ------------ each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy The Company agrees to the Administrative Agent), the Company shall promptly compensate (or cause the applicable Designated Borrower reimburse each Bank and to compensate) such Lender for and hold such Lender each Bank harmless from any loss, cost loss or out-of-pocket expense incurred by it which such Bank may sustain or incur as a result direct consequence of: (a) the failure of the Company to make on a timely basis any continuation, conversion, payment or prepayment of principal of any Loan other than a Base Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such or Term SOFR Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwiseincluding payments made after any acceleration thereof); (b) any failure by any Borrower (for a reason other than the failure of such Lender the Company to make a Loan) to prepay, borrow, continue or convert any a Loan other than a Base Rate Loan on the date or in the amount notified by after the Company has given (or the applicable Designated Borrower; oris deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Company to make any prepayment after the Company has given a notice in accordance with (d) any failure by any Borrower the Company to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; (e) any principal payment in respect of an Eurocurrency Rate Loan or a Term SOFR Loan on a day which is not the last day of the Interest Period with respect thereto; or (f) the conversion pursuant to Section 2.04 of any Eurocurrency Rate Loan or a Term SOFR Loan to a Base Rate Loan on a day that is not the last day of the respective Interest Period; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall also pay any customary administrative fees charged by such Bank in connection with the foregoing. For purposes of calculating amounts payable by the Company (or to the applicable Designated Borrower) to any Lender Banks under this Section 3.073.04, such Lender each Bank shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrowers shall promptly jointly and severally compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencyBorrowers; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrowers shall also jointly and severally pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.11, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Eurodollar Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Eurodollar Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:: Alderwoods Credit Agreement (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Eurodollar Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss (but excluding any loss of anticipated profits) or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any reasonable and customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company applicable Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any assignment of Loans undertaken by any Lender pursuant to any increase in Commitments requested by Avnet pursuant to Section 2.12; or (c) any failure by any Borrower the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencyAvnet; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrowers to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 otherwiseotherwise and including any loss, cost or expense resulting from any reallocation of funds in connection with any Discretionary Commitment);; or (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.076.5, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, setting forth in reasonable detail the amount payable to such Lender, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any 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 Company or the applicable Designated Borrower; or (c) any failure assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any the Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.16; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Tripwire promptly shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for (and shall hold such Lender harmless from from) any loss, cost cost, or expense incurred by it such Lender as a result ofof any of the following: (a) any continuation, conversion, payment payment, or prepayment of any Loan other than a Base LIBOR 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 any Borrower Tripwire (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue continue, or convert any Loan other than a Base LIBOR Rate Loan on the date date, or in the amount notified amount, specified in a Notice of Borrowing or Conversion given (or deemed to have been given) by the Company or the applicable Designated BorrowerTripwire; or (c) any failure assignment of a LIBOR Rate Loan on a day other than the last day of the Interest Period for such loan as a result of a request by any Borrower Tripwire pursuant to make payment Section 6.15 of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in this Agreement to replace a different currencyLender; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Tripwire also shall pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by Tripwire to the Company (or the applicable Designated Borrower) to any Lender Lenders under this Section 3.076.12 of this Agreement, such each Lender shall be deemed to have funded each Eurocurrency LIBOR Rate Committed Loan made by it such Lender at the Eurocurrency LIBOR Rate for such Loan by a matching deposit or other borrowing in the offshore interbank London Interbank Eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency LIBOR Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.07SECTION 4.05, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent), the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or reimbursement of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, any foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to any Lender under this Section 3.07, such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any the Lender (with a copy from time to the Administrative Agent)time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such the Lender harmless from any loss, cost or expense incurred by it as a result of: : (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); ; (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (c) any failure by the Borrower (for a reason other than the failure of the Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower, including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by the Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender under this Section 3.073.05, such the Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company each Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated any Borrower; or (c) any failure assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currencySection 10.16; including any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Each Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by Borrowers to the Company (or the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.

Funding Losses. 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, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan other than a Base Rate or Euribor Elective Revolving Credit Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);Loan; or (b) any failure by any the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base Rate Loan Loan) on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractobtained. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.05, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan or Euribor Elective Revolving Credit Loan made by it at the Eurocurrency Rate or Euribor Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency or the European interbank market, respectively, for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan or Euribor Elective Revolving Credit Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or reasonable expense 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 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 any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; (c) any assignment of a Term SOFR Loan or an Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 11.14; or (cd) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by the The Company shall also pay (or cause the applicable Designated BorrowerBorrower to pay) to any Lender under this Section 3.07, customary administrative fees charged by such Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at in connection with the Eurocurrency Rate 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 Eurocurrency Rate Committed Loan was in fact so fundedforegoing.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or (c) including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance of any foreign exchange contractforegoing. For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) Borrower to any Lender Lenders under this Section 3.073.5, such each Lender shall be deemed to have funded each Eurocurrency Eurodollar Rate Committed Loan made by it at the Eurocurrency Eurodollar Base Rate or London Interbank Offered Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the offshore London interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Eurodollar Rate Committed Loan was in fact so funded.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent)) from time to time, the Company Borrower shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);; or (b) any failure by any 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 Company or the applicable Designated Borrower; or (c) , including any failure by any Borrower to make payment loss of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; including anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by such Lender it to maintain such Loan, any foreign exchange losses Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Company (or Borrower to the applicable Designated Borrower) to any Lender Lenders under this Section 3.073.5, such each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payments to any Lender pursuant to this Section 3.5 relating to any loss, cost or expense incurred by the Lender more than 180 days prior to such Lender’s request for any additional payment or compensation pursuant to this Section 3.5.