Common use of Funding Losses Clause in Contracts

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate LIBO Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate LIBO Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate LIBO Loan on the date specified in any Notice of Borrowing or LIBOR Notice notice delivered pursuant hereto or (d) the assignment of any LIBO Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04 (Obligation to Mitigate), then, in any such lossesevent, coststhe Borrower shall compensate each Senior Lender for the loss, cost and expensesexpense attributable to such event. Such loss, collectively, "Funding Losses"). Funding Losses shall, with respect cost or expense to any Agent or any Lender, Senior Lender shall be deemed to equal be the amount reasonably determined by the Senior Facility Agent (based upon the information delivered to it by such Agent or such Lender Senior Lender) to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a LIBO Loan, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Senior Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in Dollars of a comparable amount and period from other banks in the London interbank LIBOR market. A certificate of an To claim any amount under this Section 5.05, the Senior Facility Agent or a Lender delivered shall promptly deliver to the Administrative Borrower a certificate setting forth in reasonable detail any amount or amounts that such Agent or such the applicable Senior Lender is entitled to receive pursuant to this Section 2.08 5.05 (including calculations, in reasonable detail, showing how the Senior Facility Agent computed such amount or amounts), which certificate shall be conclusive absent manifest errorbased upon the information delivered to the Senior Facility Agent by such Senior Lender. The Borrower shall pay to the Senior Facility Agent for the benefit of the applicable Senior Lender the amount due and payable and set forth on any such certificate within thirty (30) days after receipt thereof.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the applicable Lenders harmless against any loss, cost, or expense incurred by any Agent or any such Lender as a result of (a) the payment of any principal of any such LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any such LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any such LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan excluding any loss of margin above the LIBOR Rate had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth a calculation in reasonable detail any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate SOFR Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c2.06(c)), (b) the conversion of any LIBOR Rate SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate SOFR Loan on the date specified in any Notice of Borrowing or LIBOR SOFR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate SOFR Loan had such event not occurred, at the LIBOR Rate Adjusted Term SOFR that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.09) shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) If the Company makes any payment or prepayment of principal with respect to any principal of any LIBOR Offshore Rate Loan (including payments made after any acceleration thereof) or Converts any Loan from a Offshore Rate Loan to a Reference Rate Loan on any day other than on the last day of an Interest Period applicable thereto thereto, the Company shall pay to each Lender, upon demand therefor by such Lender, the amount (including as if any) by which (i) the present value of the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period exceeds (ii) the present value of the interest which would have been recoverable by such Lender by placing such amount so received on deposit in the London interbank market for a result period starting on the date on which it was so received and ending on the last day of a Default or an Event such Interest Period. For purposes of Default or any mandatory prepayment required pursuant to determining present value under this Section 2.05(c)4.06(a), interest amounts shall be discounted at a rate equal to --------------- the sum of (bA) the conversion Offshore Rate determined two Business Days before the date on which such principal amount is received for an amount substantially equal to the amount received and for a period commencing on the date of any LIBOR Rate Loan other than such receipt and ending on the last day of the relevant Interest Period applicable thereto Period, plus (including as a result of a Default or an Event of Default), or (cB) the failure percentage above the Offshore Rate payable in respect of such Offshore Rate Loan pursuant to Section 2.07(a)(ii). ------------------- (b) If the Company fails to prepay, borrow, convert, continue Convert or prepay Continue any LIBOR Offshore Rate Loan on the date specified in any Notice after a notice of Borrowing prepayment, Borrowing, Conversion or LIBOR Notice delivered pursuant hereto Continuation has been given (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect or is deemed to any Agent or have been given) to any Lender, be deemed to equal the amount reasonably determined Company shall reimburse each Lender, upon demand therefor by such Agent Lender, for any resulting loss and expense incurred by it, including any loss incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender from third parties to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR fund any Offshore Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest errorLoan.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall jointly and severally indemnify, defend, and hold the Agents Collateral Agent and the Lenders harmless against any loss, cost, or expense incurred by any the Collateral Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (cb) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any the Collateral Agent or any Lender, be deemed to equal the amount reasonably determined by such the Collateral Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such the Collateral Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an the Collateral Agent or a Lender delivered to the Administrative Borrower Representative setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 3.9 shall be conclusive absent manifest or demonstrable error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers event the Lender shall indemnify, defend, and hold the Agents and the Lenders harmless against incur any loss, cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make or continue any Agent portion of the principal amount of any Loan as, or to convert any Lender portion of the principal amount of any Loan into, a LIBOR Loan) as a result of: (i) any conversion or repayment or prepayment of (a) the payment of any principal amount of any LIBOR Rate Loan on a date other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the scheduled last day of the Interest Period applicable thereto thereto; (including ii) any Loans not being made as a result LIBOR Loans in accordance with the Borrowing Request therefor; (iii) any Loans not being continued as, or converted into, LIBOR Loans in accordance with the Continuation/Conversion Notice therefor; or (iv) any LIBOR Loans not being prepaid in accordance with any notice delivered pursuant to Section 2.7; then, upon the written notice of the Lender to the Borrower, the Borrower shall, within 10 days of its receipt thereof, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender for such loss or expense. Such written notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. In the case of a Default LIBOR Loan, such loss, cost or an Event of Default), or (c) expense to the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, Lender shall be deemed to equal be the amount reasonably determined by such Agent or such the Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at as the Adjusted LIBOR Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a LIBOR Loan, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such the Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in dollars of a comparable amount and period from other banks in the London interbank Eurodollar market. A certificate Such written notice shall, in the absence of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall manifest error, be conclusive absent manifest errorand binding on the Borrower.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents Agents, the Revolving Loan Representative and the Lenders harmless against any loss, cost, or expense incurred by any Agent Agent, the Revolving Loan Representative or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent Agent, the Revolving Loan Representative or any Lender, be deemed to equal the amount reasonably determined by such Agent Agent, the Revolving Loan Representative or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent Agent, the Revolving Loan Representative or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent Agent, the Revolving Loan Representative or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR SOFR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any actual loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR SOFR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR SOFR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR SOFR Rate Loan on the date specified in any Notice of Borrowing or LIBOR SOFR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR SOFR Rate Loan had such event not occurred, at the LIBOR SOFR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank marketperiod. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error. For the avoidance of doubt, Funding Losses shall exclude lost profits.

Funding Losses. In connection with each LIBOR Rate SOFR Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate SOFR Loan on the date specified in any Notice of Borrowing or LIBOR Notice notice delivered pursuant hereto other than as a result of the permitted revocation or extension thereof (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate SOFR Loan had such event not occurred, at the LIBOR Rate a rate per annum equal to Adjusted Term SOFR that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section ‎Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section ‎Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), ) or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents Administrative Agent and the Lenders harmless against any loss, cost, or expense incurred by any the Administrative Agent or any Lender as a result of (aA) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (bB) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (cC) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice Request for Conversion/Continuation delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any the Administrative Agent or any Lender, be deemed to equal the amount reasonably determined by such the Administrative Agent or such Lender to be the excess, if any, of (iI) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert convert, or continue, for the period that would have been the Interest Period therefor), minus (iiII) the amount of interest that would accrue on such principal amount for such period at the interest rate which such the Administrative Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an the Administrative Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such the Administrative Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.6 shall be conclusive absent manifest error.

Funding Losses. In connection with The Borrower shall indemnify each LIBOR Rate Lender against any loss or expense (but excluding in any event loss of anticipated profit) which such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, (ii) any failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.07, (iii) any payment, prepayment or conversion of a Eurodollar Loan, the Borrowers shall indemnifywhether voluntary or involuntary, defend, and hold the Agents and the Lenders harmless against pursuant to any loss, cost, other provision of this Agreement or expense incurred by any Agent or any Lender as otherwise made on a result of (a) the payment of any principal of any LIBOR Rate Loan date other than on the last day of an the Interest Period applicable thereto thereto, or (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (biv) the conversion assignment of any LIBOR Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Defaultrequest by the Borrower pursuant to Section 2.10(d), including, in each such case, any loss or (c) the failure reasonable expense sustained or incurred or to borrow, convert, continue be sustained or prepay any LIBOR Rate incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed part thereof as a Eurodollar Loan. Such loss or reasonable expense (other than loss of anticipated profits) shall include an amount equal to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the amount of interest that would have accrued funds for the Loan being paid, prepaid, converted, not borrowed or assigned (based on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoLondon Interbank Offered Rate), for the period from the date of such event payment, prepayment, conversion, failure to borrow, convert or continue to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus ) or assignment over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue on be realized by such principal amount Lender in reemploying the funds so paid, prepaid, converted, not borrowed, converted or continued for such period at or Interest Period or assignment, as the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank marketcase may be. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or which such Lender is entitled to receive pursuant to this Section 2.08 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate KEXIM Direct Facility Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion failure to borrow, continue or prepay any KEXIM Direct Facility Loan on the date specified in any notice delivered pursuant hereto or (c) the assignment of any LIBOR Rate KEXIM Direct Facility Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Defaultrequest by the Borrower pursuant to Section 4.04 (Obligation to Mitigate), or (c) the failure to borrowthen, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing such event, the Borrower shall compensate KEXIM for the loss, cost and expense attributable to such event. Such loss, cost or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect expense to any Agent or any Lender, KEXIM shall be deemed to equal be the amount reasonably determined by such the KEXIM Facility Agent or such Lender (based upon the information delivered to it by KEXIM) to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate KEXIM Direct Facility Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoto such KEXIM Direct Facility Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert borrow or continuecontinue a KEXIM Direct Facility Loan, for the period that would have been the Interest Period thereforfor such KEXIM Direct Facility Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Lender KEXIM would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in Dollars of a comparable amount and period from other banks in the London interbank LIBOR market. A certificate of an To claim any amount under this Section 4.05, the KEXIM Facility Agent or a Lender delivered shall promptly deliver to the Administrative Borrower a certificate setting forth in reasonable detail any amount or amounts that such Agent or such Lender KEXIM is entitled to receive pursuant to this Section 2.08 4.05 (including calculations, in reasonable detail, showing how the KEXIM Facility Agent computed such amount or amounts), which certificate shall be conclusive absent manifest errorbased upon the information delivered to the KEXIM Facility Agent by KEXIM. The Borrower shall pay to the KEXIM Facility Agent for the benefit of KEXIM the amount due and payable and set forth on any such certificate within thirty (30) days after receipt thereof.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate KEXIM Covered Facility Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion failure to borrow, continue or prepay any KEXIM Covered Facility Loan on the date specified in any notice delivered pursuant hereto or (c) the assignment of any LIBOR Rate KEXIM Covered Facility Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Defaultrequest by the Borrower pursuant to Section 4.04 (Obligation to Mitigate), or (c) the failure to borrowthen, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing such event, the Borrower shall compensate each KEXIM Covered Facility Lender for the loss, cost and expense attributable to such event. Such loss, cost or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect expense to any Agent or any Lender, KEXIM Covered Facility Lender shall be deemed to equal be the amount reasonably determined by the KEXIM Facility Agent (based upon the information delivered to it by such Agent or such Lender KEXIM Covered Facility Lender) to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate KEXIM Covered Facility Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoto such KEXIM Covered Facility Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert borrow or continuecontinue a KEXIM Covered Facility Loan, for the period that would have been the Interest Period thereforfor such KEXIM Covered Facility Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such KEXIM Covered Facility Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in Dollars of a comparable amount and period from other banks in the London interbank LIBOR market. A certificate of an To claim any amount under this Section 4.05, the KEXIM Facility Agent or a Lender delivered shall promptly deliver to the Administrative Borrower a certificate setting forth in reasonable detail any amount or amounts that such Agent or such the applicable KEXIM Covered Facility Lender is entitled to receive pursuant to this Section 2.08 4.05 (including calculations, in reasonable detail, showing how the KEXIM Facility Agent computed such amount or amounts), which certificate shall be conclusive absent manifest errorbased upon the information delivered to the KEXIM Facility Agent by such KEXIM Covered Facility Lender. The Borrower shall pay to the KEXIM Facility Agent for the benefit of the applicable KEXIM Covered Facility Lender the amount due and payable and set forth on any such certificate within thirty (30) days after receipt thereof.

Funding Losses. In connection with The Borrower shall pay to the Agent for the -------------- account of each LIBOR Rate LoanBank, upon the Borrowers request of such Bank through the Agent, such amount or amounts as shall indemnify, defend, and hold the Agents and the Lenders harmless against compensate such Bank for any reasonable loss, cost, cost or expense incurred by any Agent such Bank (or, subject to Section 9.07(b), by an existing or any Lender prospective Participant in the related Loan) as a result of of: (a) the any payment or prepayment of any principal of any LIBOR a Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b2.11 or Article VI or VIII or otherwise) the conversion of any LIBOR Rate Loan held by such Bank on a date other than on the last day of the Interest Period applicable thereto thereto, or the end of an applicable period fixed pursuant to Section 2.07(c) or (b) any failure by the Borrower to borrow a Fixed Rate Loan (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue borrow due to the occurrence of any event described in Section 2.04(d)) held or prepay any LIBOR Rate Loan to be held by such Bank on the date for such Borrowing specified in any the relevant Notice of Borrowing under Section 2.02 or LIBOR Notice delivered pursuant hereto (2.03(f), such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender compensation to be payable in the currency specified in the certificate referred to below and to include, without limitation, an amount equal to the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event so paid or prepaid, or not occurred, at the LIBOR Rate that would have been applicable theretoborrowed, for the period from the date of such event payment or prepayment or failure to borrow to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor)for such Fixed Rate Loan which would have commenced on the date of such failure to borrow) in each case at the applicable rate of interest for such Fixed Rate Loan provided for herein (excluding, minus however, the Syndicated Margin or any positive Money Market Margin, as the case may be, included therein) over (ii) the amount of interest that (as reasonably determined by such Bank) which would accrue have accrued to such Bank on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the London interbank market. A market or in the New York or Chicago certificate of an Agent or a Lender deposit market; provided that such -------- Bank shall have delivered to the Administrative Borrower setting Borrower, within 60 days after the date of such payment or prepayment or failure to borrow, a certificate as to the amount and currency of such loss or expense, which certificate shall set forth any amount in reasonable detail the basis for such loss or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 expense and shall be conclusive absent in the absence of manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)2.05), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), ) or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.12 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers event any Lender shall indemnify, defend, and hold the Agents and the Lenders harmless against incur any loss, cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any Agent portion of the principal amount of any Loan as, or to convert any Lender portion of the principal amount of any Loan into, a Eurodollar Rate Loan) as a result of of: (a) any conversion or repayment or prepayment of the payment principal amount of any principal of any LIBOR Eurodollar Rate Loan Loans on a date other than on the scheduled last day of an the Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required thereto, whether pursuant to Section 2.05(c))2.4, Section 3.1, Section 4.1, Article IX or otherwise; (b) any Loans not being made as Eurodollar Rate Loans in accordance with the conversion Borrowing Request therefor; (c) any Loans not being continued as, or converted into, Eurodollar Rate Loans in accordance with the Continuation/Conversion Notice therefor; or (d) any assignment of any LIBOR a Eurodollar Rate Loan on a day other than on the last day of the Interest Period applicable thereto (including therefor as a result of the operation of Section 4.14; then, upon the notice of such Lender to the Borrower setting forth in reasonable detail the basis therefor (with a Default or an Event of Defaultcopy to the Administrative Agent), the Borrower shall promptly (and, in any event, within three (3) Business Days of receipt of such notice) pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or (c) expense. Such notice shall, in the failure to borrowabsence of manifest error, convert, continue or prepay any LIBOR Rate Loan be conclusive and binding on the date specified in any Notice Borrower. For the purpose of Borrowing calculating the amount or LIBOR Notice delivered pursuant hereto (such lossesamounts payable to a Lender under this Section, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, each Lender shall be deemed to have actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the Adjusted Eurodollar Rate in an amount equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Eurodollar Rate Loan had such event not occurredand having a maturity comparable to the relevant Interest Period; provided, at that each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit, and the LIBOR Rate that would have been applicable thereto, foregoing assumption shall be utilized only for the period from the date of such event to the last day calculation of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to payable under this Section 2.08 shall be conclusive absent manifest errorSection.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers event any Affected Person shall indemnify, defend, and hold the Agents and the Lenders harmless against incur any loss, cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to fund or maintain any Agent portion of the principal amount of any Advance as a Eurodollar Advance) as a result of: (a) any conversion, repayment, prepayment or redemption (for any Lender reason, including, without limitation, as a result of (aany Mandatory Decrease or Voluntary Decrease, or the acceleration of the maturity of such Eurodollar Advance) of the payment principal amount of any principal of any LIBOR Rate Loan Eurodollar Advance on a date other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the scheduled last day of the Eurodollar Interest Accrual Period applicable thereto thereto; (including b) any Advance not being funded or maintained as a result Eurodollar Advance after a request therefor has been made in accordance with the terms contained herein (for a reason other than the failure of a Default or such Affected Person to make an Event of DefaultAdvance after all conditions thereto have been met), or ; or (c) any failure of the failure Master Issuer to borrowmake a Mandatory Decrease or a Voluntary Decrease, convert, continue prepayment or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, redemption with respect to any Eurodollar Advance after giving notice thereof pursuant to the applicable provisions of the Series 2019-1 Supplement; then, upon the written notice of any Affected Person to the related Funding Agent or any Lenderand the Master Issuer, be deemed to equal the amount reasonably determined by Master Issuer shall deposit into the Collection Account (within seven (7) Business Days of receipt of such Agent or such Lender notice) to be payable as Class A-1 Notes Other Amounts, subject to and in accordance with the excessPriority of Payments, if any, of to the Administrative Agent and by the Administrative Agent to such Funding Agent and such Funding Agent shall pay directly to such Affected Person such amount (i“Breakage Amount” or “Series 2019-1 Class A-1 Breakage Amount”) as will (in the amount of interest that would have accrued on the principal amount reasonable determination of such LIBOR Rate Loan had Affected Person) reimburse such event Affected Person for such loss or expense; provided that with respect to any notice given to the Master Issuer under this Section 3.06, the Master Issuer shall not occurred, at be under any obligation to pay any amount with respect to any period prior to the LIBOR Rate date that would is nine (9) months prior to such demand if the relevant Affected Person knew or could reasonably have been applicable thereto, for the period from the date of such event expected to the last day know of the then current Interest Period therefor circumstances giving rise to such loss or expense. Such written notice (orwhich shall include calculations in reasonable detail) shall, in the case absence of a failure to borrowmanifest error, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest errorand binding on the Master Issuer.

Funding Losses. In connection with Borrower agrees to indemnify each LIBOR Rate LoanLender and to hold each Lender harmless from, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, loss or expense incurred by any Agent that such Lender may sustain or any Lender incur as a result consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after Borrower has given a notice requesting the payment same in accordance with Section 2.5(a) hereof, (b) default by Borrower in making any prepayment of any principal or conversion from LIBOR Fixed Rate Loans after Borrower has given a notice thereof in accordance with Section 2.7(b) or 2.5(a) hereof, respectively, the provisions of any this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan other than on a day that is not the last day of an Interest Period applicable thereto thereto, or (including as a result d) any conversion of a Default or an Event of Default or any mandatory prepayment required pursuant Eurodollar Loan to Section 2.05(c)), (b) the conversion of any LIBOR a Base Rate Loan other than on a day that is not the last day of the an Interest Period applicable thereto (including as a result of a Default or thereto. Such indemnification shall be in an Event of Default), or (c) the failure amount equal to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event amounts so prepaid, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or of such failure to borrow, convert or continue to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, minus however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the appropriate London interbank market. A In the event that any Lender is entitled to receive compensation pursuant to this Section 3.3, such Lender shall deliver to Borrower a certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or the amounts that such Agent or such Lender is entitled to receive (with a copy to Agent) and Borrower shall pay such Lender such amount or amounts within ten Business Days after receipt of such certificate, unless such amount is being contested by Borrower in good faith. The obligations of Borrower pursuant to this Section 2.08 3.3 shall be conclusive absent manifest errorsurvive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) If the Company makes any payment or -------------- prepayment of principal with respect to any principal of Eurodollar Loan (including payments made after any LIBOR acceleration thereof) or converts any Loan from a Eurodollar Loan to a Reference Rate Loan on any day other than on the last day of an Interest Period applicable thereto thereto, the Company shall pay to each Lender, upon demand therefor by such Lender, the amount (including as if any) by which (i) the present value of the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period exceeds (ii) the present value of the interest which would have been recoverable by such Lender by placing such amount so received on deposit in the London interbank market for a result period starting on the date on which it was so received and ending on the last day of a Default or an Event such Interest Period. For purposes of Default or any mandatory prepayment required pursuant to determining present value under this Section 2.05(c)4.06(a), interest amounts shall be discounted at a rate --------------- equal to the sum of (bA) LIBOR determined two Business Days before the conversion date on which such principal amount is received for an amount substantially equal to the amount received and for a period commencing on the date of any LIBOR Rate Loan other than such receipt and ending on the last day of the relevant Interest Period applicable thereto Period, plus (including as a result of a Default or an Event of Default), or (cB) the failure percentage above LIBOR payable in respect of such Eurodollar Loan pursuant to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"Section ------- 2.08(a)(ii). Funding Losses shall----------- (b) If the Company fails to prepay, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue any Eurodollar Loan after a notice of prepayment, borrowing, conversion or continuation has been given (or is deemed to have been given) to any Lender, the Company shall reimburse each Lender, upon demand therefor by such Lender, for any resulting loss and expense incurred by it, including any loss incurred by reason of the period that would have been the Interest Period therefor), minus (ii) the amount liquidation or reemployment of interest that would accrue on such principal amount for such period at the interest rate which such Agent deposits or other funds acquired by such Lender would be offered were it from third parties to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth fund any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.Eurodollar Loan

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any the Collateral Agent or any Lender, be deemed to equal the amount reasonably determined by such the Collateral Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.09 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any the Collateral Agent or any Lender, be deemed to equal the amount reasonably determined by such the Collateral Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.09 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Eurodollar Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Eurodollar Rate Loan into a Base Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Rate Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Defaultrequest by the Borrowers pursuant to Section 3.08(b), or (c) the failure to borrowthen, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect expense to any Agent or any LenderLender shall be Obligor Name: Southwest Convenience Stores, be LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 62 42575.100083 EMF_US 48981686v14 deemed to equal the include an amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Adjusted LIBO Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for dollar deposits of a comparable amount and period from other banks in the London interbank eurodollar market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate (which, for this purpose, shall be deemed to have been determined by reference to clause (a) of the definition of "LIBOR Rate") that would have been applicable theretothereto (but not including the Applicable Margin), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate LoanAdvance, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan Advance other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c2.4(b)2.4(b)(i)), (b) the conversion of any LIBOR Rate Loan Advance other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan Advance on the date specified in any Notice of Borrowing or LIBOR Notice a Payment/Advance Form delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan Advance had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then then-current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.7 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold harmless the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure -49- to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (ix) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at a rate based on the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (iiy) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with (a) The Borrower agrees to compensate each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against Bank for any loss, cost, loss or expense incurred by any Agent which such Bank may sustain or any Lender incur as a result consequence of (a) default by the Borrower in payment or prepayment when due of the principal amount of or interest on any principal Eurodollar Loan, (b) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (c) default by the Borrower in making any LIBOR Rate Loan other than prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (d) the making of a prepayment or conversion of Eurodollar Loans on a day which is not the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to thereto, including, without limitation, in each case, any Agent such loss (including, without limitation, loss of margin) or any Lender, be deemed to equal expense arising from the amount reasonably determined reemployment of funds obtained by it or from amounts payable by such Agent Bank to lenders of funds obtained by it in order to make or maintain such Lender Loans. Such compensation may include an amount equal to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event so prepaid or converted, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or conversion or of such failure to borrow, convert or continue to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) in each case at the applicable rate of interest for such Loans provided for herein, minus including the LIBOR Applicable Margin included therein, over (ii) the amount of interest that (as reasonably determined by such Bank) which would accrue have accrued to such Bank on such principal amount by placing such amount on deposit for such a comparable period at with leading banks in the interest rate which such Agent or such Lender would be offered were it interbank eurodollar market. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. When claiming under this Section 2.13, the claiming Bank shall provide to be offeredthe Borrower a statement, at the commencement signed by an officer of such periodBank, Dollar deposits explaining the amount of a comparable amount and period any such loss or expense (including the calculation of such amount), which statement shall, in the London interbank market. A certificate absence of an Agent or a Lender delivered manifest error, be conclusive with respect to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest errorparties hereto.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrowborrow (other than as a result of a failure of a Defaulting Lender to fund in accordance with this Agreement), convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate LoanAdvance, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan Advance other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c2.4(b)), (b) the conversion of any LIBOR Rate Loan Advance other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan Advance on the date specified in any Notice of Borrowing or LIBOR Notice a Payment/Advance Form delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan Advance had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then then-current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.7 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate SOFR Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c2.06(c)), (b) the conversion of any LIBOR Rate SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate SOFR Loan on the date specified in any Notice of Borrowing or LIBOR SOFR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate SOFR Loan had such event not occurred, at the LIBOR Rate Adjusted Term SOFR that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.08(e) shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate SOFR Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)2.05), (b) the conversion of any LIBOR Rate SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), ) or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate SOFR Loan on the date specified in any Notice of Borrowing or LIBOR SOFR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate SOFR Loan had such event not occurred, at the LIBOR Rate Term SOFR that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.12 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents Agent and the Lenders harmless against any loss, cost, or expense incurred by any the Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any the Agent or any Lender, be deemed to equal the amount reasonably determined by such the Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such the Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an the Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such the Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold harmless the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (ix) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at a rate based on the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (iiy) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate SOFR Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate SOFR Loan on the date specified in any Notice of Borrowing or LIBOR Notice notice delivered pursuant hereto hereto, or (d) the assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 3.06, then, in any such lossesevent, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or upon the request of any Lender, the Borrower shall compensate such Lender for the loss, cost and expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) attributable to, or as a consequence of, such event. In the case of a SOFR Loan, such loss, cost or expense to any Lender shall be deemed to equal the include an amount reasonably determined by such Agent or such Lender to be the excess, if any, of (ix) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate Adjusted Term SOFR that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period thereforfor such Loan), minus over (iiy) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered bid were it to be offeredbid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the London interbank SOFR market. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 3.04, and reasonably detailed calculations therefor, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

Funding Losses. In connection with each LIBOR Rate SOFR Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate SOFR Loan on the date specified in any Notice of Borrowing or LIBOR SOFR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate SOFR Loan had such event not occurred, at the LIBOR Rate Adjusted Term SOFR that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Lead Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate Daily Simple RFR Loan other than on the last day of an Interest Period applicable thereto Payment Date therefor (including as a result of a Default or an Event of Default Default) or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Eurocurrency Rate Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), (b) the conversion of any Daily Simple RFR Loan other than on the Interest Payment Date therefor or any Eurocurrency Rate Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any LIBOR RFR Loan or Eurocurrency Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice notice delivered pursuant hereto (regardless of whether such lossesnotice may be revoked under Section 1.7(d) and is revoked in accordance therewith), costsor (d) the assignment of any Daily Simple RFR Loan other than on the Interest Payment Date therefor or any Eurocurrency Rate Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto, in either case, as a result of a request by the Parent Borrower pursuant to Section 9.22, then, in any such event, the Borrowers shall compensate each Lender for any loss, cost and expensesexpense attributable to such event, collectivelyincluding any loss, "Funding Losses")cost or expense arising from the liquidation or redeployment of funds or from any fees payable. Funding Losses shallIn the case of a Eurocurrency Rate Loan, with respect such loss, cost or expense to any Agent or any Lender, Lender shall be deemed to equal the include an amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Adjusted Eurocurrency Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or that such Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in the applicable Currency of a comparable amount and period from other banks in the London applicable offshore interbank marketmarket for such Currency, whether or not such Eurocurrency Rate Loan was in fact so funded. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents Agent and the Lenders harmless against any loss, cost, or expense incurred by any the Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any the Agent or any Lender, be deemed to equal the amount reasonably determined by such the Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such the Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an the Agent or a Lender delivered to the Administrative Borrower Borrowers setting forth any amount or amounts that such the Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.11 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, If the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against Borrower makes any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of principal with respect to any principal of Euro-Dollar Loan or Money Market LIBOR Loan (pursuant to Article II, VI or VIII or otherwise) on any LIBOR Rate Loan day other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (c) if the failure Borrower fails to borrow, convert, continue or prepay convert to any Euro-Dollar Loans or Money Market LIBOR Rate Loan on Loans after notice has been given to any Bank in accordance with Section 2.3(a), 2.1(c)(vi) or 2.14, then the date specified Borrower shall reimburse each Bank within fifteen (15) days after demand for any resulting loss or expense incurred by it (or by an existing Participant in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, the related Loan; provided that no Participant shall be entitled to receive more than the Bank with respect to which such Participant is a Participant would be entitled to receive under this Section 2.12). Such loss or expense to any Agent or any Lender, be deemed to equal the Bank shall include an amount reasonably determined by such Agent or such Lender Bank to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Adjusted London Interbank Offered Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest (as reasonably determined by such Bank) that would accrue on be realized by such principal amount Bank in reemploying the funds so paid, prepaid, assigned, converted or not borrowed, continued or converted for such period at or Interest Period, as the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank marketcase may be. A certificate of an Agent or a Lender delivered to the Administrative Borrower any Bank setting forth any amount or amounts that such Agent or such Lender Bank is entitled to receive pursuant to this Section 2.08 shall be delivered to the Lead Agent and shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate SOFR Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of of (a) the payment of any principal of any LIBOR Rate SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), , (b) the conversion of any LIBOR Rate SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate SOFR Loan on the date specified in any Notice of Borrowing or LIBOR SOFR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "“Funding Losses"”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate SOFR Loan had such event not occurred, at the LIBOR Rate SOFR Loan that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate LIBO Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate LIBO Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate LIBO Loan on the date specified in any Notice of Borrowing or LIBOR Notice notice delivered pursuant hereto or (d) the assignment of any LIBO Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 4.04 (Obligation to Mitigate), then, in any such lossesevent, coststhe Borrower shall compensate each Construction/Term Loan Lender for the loss, cost and expensesexpense attributable to such event. Such loss, collectively, "Funding Losses"). Funding Losses shall, with respect cost or expense to any Agent or any Lender, Construction/Term Loan Lender shall be deemed to equal be the amount reasonably determined by the Term Loan A Administrative Agent (based upon the information delivered to it by such Agent or such Lender Construction/Term Loan Lender) to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Construction/Term Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoto such Construction/Term Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a LIBO Loan, for the period that would have been the Interest Period thereforfor such Construction/Term Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Construction/Term Loan Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in Dollars of a comparable amount and period from other banks in the London interbank LIBOR market. To claim any amount under this Section 4.05, the Term Loan A certificate of an Administrative Agent or a Lender delivered shall promptly deliver to the Administrative Borrower a certificate setting forth in reasonable detail any amount or amounts that such Agent or such the applicable Construction/Term Loan Lender is entitled to receive pursuant to this Section 2.08 4.05 (including calculations, in reasonable detail, showing how the Term Loan A Administrative Agent computed such amount or amounts), which certificate shall be conclusive absent manifest errorbased upon the information delivered to the Term Loan A Administrative Agent by such Construction/Term Loan Lender. The Borrower shall pay to the Term Loan A Administrative Agent for the benefit of the applicable Construction/Term Loan Lender the amount due and payable and set forth on any such certificate within thirty (30) days after receipt thereof.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any actual loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrowborrow (other than as a result of a failure of a Defaulting Lender to fund in accordance with this Agreement), convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, "Funding Losses"). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.