Common use of Funding Losses Clause in Contracts

Funding Losses. The Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.3; (d) the prepayment or other payment (including after acceleration thereof) of any Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section and under subsection 3.6(a), each Eurodollar Rate Loan made by a Lender and each related reserve, special deposit or similar requirement shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The relevant Borrower shall will reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may reasonably sustain or incur as a consequence of: (a) the failure of the such Borrower to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the such Borrower to borrow, continue or convert a Loan after the such Borrower has given (or is deemed to have given) a Notice of Borrowing Loan Request or a Notice of Conversion/ContinuationContinuation Notice; (c) the failure of the such Borrower to make any prepayment in accordance with any notice delivered under Section 3.3;2.6; or (d) the prepayment or other payment (including after acceleration thereof) of any Eurodollar of such Borrower's Offshore Rate Loan Loans on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the a Borrower to the Lenders Banks under this Section and under subsection 3.6(aSection 3.3(b), each Eurodollar of such Borrower's Offshore Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall reimburse each promptly compensate such Lender for and hold each such Lender harmless from any loss loss, cost or expense which the Lender may sustain or incur incurred by it as a consequence result of: (a) the failure of the Borrower to make on a timely basis any continuation, conversion, payment of principal or prepayment of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.3; (d) the prepayment or other payment (including after acceleration thereof) of any Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to than a Base Rate Loan on a day that is not other than the last day of the relevant Interest PeriodPeriod for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16; including any such loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section and under subsection 3.6(a)3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by a Lender and each related reserve, special deposit or similar requirement shall be conclusively deemed to have been funded it at the LIBO-based rate Eurodollar Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is was in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.3; (d) the prepayment or other payment (including after acceleration thereof) of any Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section and under subsection 3.6(a), each Eurodollar Rate Loan made by a Lender and each related reserve, special deposit or similar requirement shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss (other than loss of profits or the Applicable Margin) or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment of any Loan in accordance with any notice delivered under Section 3.3;2.09; or (d) the prepayment (including pursuant to Section 2.09) or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained, but excluding any administrative fee or other amount chargeable by such Lender for the calculation of such loss. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section 3.04 and under subsection 3.6(aSection 3.03(a), each Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Eurodollar Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan (but without giving effect to the proviso to the definition of “Eurodollar Rate”) by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.7; (d) the prepayment (including pursuant to Section 2.8) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 subsection 2.4(a) of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section and under subsection 3.6(a4.3(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The applicable Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the such Borrower to borrow, continue or convert a Loan into a Eurocurrency Loan after the such Borrower has given (or is deemed to have given) a Notice notice of Borrowing such borrowing, continuation or a Notice conversions; (b) the failure of Conversion/Continuationsuch Borrower to make any prepayment of any Loan in accordance with any notice delivered pursuant hereto; (c) the failure of the Borrower prepayment (including pursuant to make any prepayment in accordance with any notice delivered under Section 3.3; (d10.03) the prepayment or other payment (including after acceleration thereof) of the principal of any Eurodollar Rate Loan by such Borrower on a day that is not the last day of an Interest Period; or (d) the automatic conversion under subsection 2.03(a) or 4.03(a) of any Eurocurrency Loan on a day that is not the last day of the relevant an Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, including any such loss or expense arising from the liquidation or reemployment of funds obtained by it such Lender to maintain its Eurodollar Rate Loans the applicable Loan or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the a Borrower to the Lenders any Lender under this Section and under subsection 3.6(a)Section, (i) each Eurodollar Rate Eurocurrency Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Eurocurrency Rate used in determining the Eurodollar Rate interest rate for such Eurodollar Rate Loan the applicable (including any proposed) Interest Period by a matching deposit or other borrowing in the interbank eurodollar eurocurrency market for a comparable amount and for a comparable periodperiod and in the same Applicable Currency, whether or not such Eurodollar Rate Eurocurrency Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.7; (d) the prepayment (including pursuant to Section 2.8) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 subsection 2.4(a) of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section and under subsection 3.6(a4.3(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a3.3(a), each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Eurodollar Base Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall promptly reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate LIBOR Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Required Notice of Borrowing or a Notice of Conversion/ContinuationBorrowing; (c) the failure of the Borrower to make any prepayment in accordance with any after a notice delivered under Section 3.3of same; (d) the prepayment (including pursuant to Section 2.11) or other payment (including after acceleration thereof) of any Eurodollar Rate a LIBOR Loan on a day that is not the last day of the relevant Applicable Interest Period; or (e) the automatic conversion under Section 2.5 3.05 of any Eurodollar Rate LIBOR Loan to a Base Rate Loan on a day that is not the last day of the relevant Applicable Interest Period, including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate LIBOR Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.04 and under subsection 3.6(aSection 3.03(a), each Eurodollar Rate LIBOR Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar LIBOR Rate for such Eurodollar Rate LIBOR Loan by a matching deposit or other borrowing in the interbank eurodollar eurocurrency market for a comparable amount amount, comparable currency and for a comparable period, whether or not such Eurodollar Rate LIBOR Loan is in fact so funded,.

Funding Losses. The Each Borrower shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the such Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the such Borrower to borrow, continue or convert a Loan after the such Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the such Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment or other payment (including after acceleration thereof) of any an Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders Banks under this Section and under subsection 3.6(a3.3(a), each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Companies shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower any Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate LoanLoan (including after any acceleration thereof); (b) the failure of the Borrower any Company to borrow, continue or convert a Loan after the Borrower such Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower any Company to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment (including pursuant to Section 2.07) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Companies to the Lenders Banks under this Section and under subsection 3.6(aSection 4.03(a), each Eurodollar Offshore Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Each Borrower shall agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: : (a) the failure of the such Borrower to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; Loan (including payments made after any acceleration thereof); (b) the failure of the such Borrower to borrowBorrow, continue Continue or convert Convert a Loan after the such Borrower has given (or is deemed to have given) a Notice Request for Extension of Borrowing or a Notice of Conversion/Continuation; Credit; (c) the failure of the such Borrower to make any prepayment after such Borrower has given a notice in accordance with any notice delivered under Section 3.3; 2.04, 2.05 or 2.06; (d) the prepayment or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that which is not the last day of the relevant Interest Period, with respect thereto; or or (e) the automatic conversion under Section 2.5 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant respective Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. For Solely for purposes of calculating amounts payable by the a Borrower to the Lenders under this Section 4.05 and under subsection 3.6(aSection 4.03(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Offshore Base Rate used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar offshore market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Each Borrower shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the such Borrower to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the such Borrower to borrow, continue or convert a Loan after the such Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the such Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders Banks under this Section and under subsection 3.6(aSection 3.3(a), each Eurodollar Offshore Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Offshore Base Rate used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on borrow the Loans, or to continue or convert into a timely basis any payment Eurodollar Tranche, after the Company has given a notice of principal of any Eurodollar Rate Loansuch borrowing, continuation or conversion; (b) the failure of the Borrower Company to borrow, continue or convert a make any prepayment of any Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuationin accordance with any notice delivered pursuant hereto; (c) the failure of the Borrower prepayment (including pursuant to make any prepayment in accordance with any notice delivered under Section 3.3; (d4.03) the prepayment or other payment (including after acceleration thereofacceleration) of the principal of any portion of a Eurodollar Rate Loan Tranche on a day that is not the last day of the relevant an Interest PeriodPeriod therefor; or (ed) the automatic conversion under Section 2.5 subsection 2.03(a) or 4.03(a) of any portion of a Eurodollar Rate Loan to a Base Rate Loan Tranche on a day that is not the last day of the relevant an Interest Period, Period therefor; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it such Lender to maintain its portion of the applicable Eurodollar Rate Loans Tranche or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders any Lender under this Section and under subsection 3.6(a)Section, (i) each Lender’s portion of a Eurodollar Rate Loan Tranche made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Eurodollar Rate used in determining the Eurodollar Rate interest rate for such Eurodollar Rate Loan the applicable (including any proposed) Interest Period by a matching deposit or other borrowing in the interbank eurodollar eurocurrency market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan portion is in fact so funded,.

Funding Losses. The applicable Borrower shall reimburse each applicable Lender and hold each applicable Lender harmless from any loss or expense which the that such Lender may sustain or incur as a consequence of: (a) the failure of the such Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the such Borrower to borrow, continue or convert a Loan after the such Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the such Borrower to make any prepayment of a Loan in accordance with any notice delivered under Section 3.32.9; (d) the prepayment or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its any Eurodollar Rate Loans Loan or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Company or the Dutch Borrower to the Lenders under this Section and under subsection 3.6(a3.3(a), each Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the eurodollar interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense (to the extent not duplicative of a charge imposed and paid under Section 4.1(f)) which the such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue continue, or convert redesignate a Loan after the Borrower has given (or is deemed to have given) a Notice of Request for Borrowing or a Notice Request for Redesignation of Conversion/Continuation;Borrowing; or (b) any payment (including after acceleration of a Eurodollar Borrowing) of a Eurodollar Borrowing on a day that is not the last day of the relevant Interest Period (including any payment as a result of an adjustment to reflect new Pro Rata Shares pursuant to Section 3.10); or (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered automatic conversion under Section 3.3; (d) the prepayment or other payment (including after acceleration thereof4.1(e) of any Eurodollar Borrowing to a Reference Rate Loan Borrowing on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans Borrowings or from fees payable to terminate the deposits from which such funds were obtainedobtained (but excluding any loss of anticipated profit). For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 4.7 (and under subsection 3.6(aSection 4.1(f) above), each Eurodollar Rate Loan made by a Lender Borrowing (and each related reserve, special deposit deposit, or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, regardless of whether or not such Eurodollar Rate Loan Borrowing is in fact so funded,. Any Lender claiming compensation under this Section 4.7 shall provide to Borrower a certificate setting forth in reasonable detail the amount of loss or expense to be paid to it hereunder, which certificate shall be conclusive in the absence of manifest error.

Funding Losses. The Borrower Company shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment (including pursuant to Section 2.7) or other payment (including after acceleration thereof) of any an Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a3.3(a), each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Dollar deposits used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: of (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Rate LIBOR Loan; ; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; ; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.3; 2.07 or 2.08; (d) the prepayment (including pursuant to Section 2.07 or 2.08) or other payment (including after acceleration thereof) of any Eurodollar Rate a LIBOR Loan on a day that is not the last day of the relevant Interest Period; or or (e) the automatic conversion under Section 2.5 2.05 of any Eurodollar Rate LIBOR Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate LIBOR Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section and under subsection 3.6(aSection 4.03(a), each Eurodollar Rate LIBOR Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR Rate used in determining the Eurodollar LIBOR Rate for such Eurodollar Rate LIBOR Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate LIBOR Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar LIBOR Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment (including pursuant to Section 2.06) or other payment (including after acceleration thereof) of any Eurodollar a LIBOR Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.04 of any Eurodollar LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar LIBOR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section and under subsection 3.6(a4.03(a), each Eurodollar LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar LIBOR Rate for such Eurodollar LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender the Bank and hold each Lender the Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment (including pursuant to Section 2.7) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders Bank under this Section and under subsection 3.6(a3.3(a), each Eurodollar Offshore Rate Loan made by a Lender and Loan(and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (ai) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (bii) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (ciii) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.3SECTION 2.06; (div) the prepayment (including pursuant to SECTION 2.07) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (ev) the automatic conversion under Section 2.5 SECTION 2.04 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section and under subsection 3.6(aSECTION 4.03(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower to make any prepayment of Eurodollar Rate Loans in accordance with any notice delivered under Section 3.32.06; (d) the prepayment (including pursuant to Section 2.07) or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.04 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. Such reimbursement of funding losses or expenses shall be paid by the Borrower to the Administrative Agent within 15 days after demand therefor. For purposes of calculating amounts payable by the Borrower to the Lenders Banks under this Section and under subsection 3.6(aSection 4.03(a), each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is are deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment (including pursuant to Sections 2.6 and 2.7) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Offshore Rate Loan to a Base Rate Syndicated Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a4.3(a), (i) each Eurodollar Offshore Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBO Rate used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of -38- any Eurodollar LIBO Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a LIBO Rate Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower Company to make any prepayment of a LIBO Rate Loan in accordance with any notice delivered under Section 3.32.6; (d) the prepayment (including pursuant to Section 2.7) or other payment (including after acceleration thereof) of any Eurodollar an LIBO Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar LIBO Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar LIBO Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a4.3(a), each Eurodollar LIBO Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar LIBO Rate for such Eurodollar LIBO Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBO Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.3;2.05; 3rd A&R Credit Agreement [Enserco] 60 011038.0122\517034.09 (d) the prepayment (including prepayments made pursuant to Article II) or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.03 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders Banks under this Section and under subsection 3.6(a)Section 4.02, each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender for any reasonable loss (other than loss of profits and hold each Lender harmless from any loss the Applicable Margin) or expense which the such Lender may sustain or incur as a consequence ofhas actually incurred: (a) the failure of the Borrower to make on if for any reason (other than a timely basis any payment of principal default by such Lender) a Credit Extension of any Eurodollar Rate LoanLoan does not occur on a date specified therefor in a Loan Notice, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; (b) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the failure last day of the Borrower an Interest Period applicable to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;that Loan; or (c) the failure of the Borrower to make if any prepayment in accordance with any notice delivered under Section 3.3; (d) the prepayment or other payment (including after acceleration thereof) of any of its Eurodollar Rate Loan on a day that Loans is not made on any date specified in a notice of prepayment given by the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, Borrower. including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained, but excluding any administrative fee or other amount chargeable by such Lender for the calculation of such loss. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.04 and under subsection 3.6(aSection 3.03(a), each Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Eurodollar Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan (but without giving effect to the proviso to the definition of “Eurodollar Rate”) by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender each Bank may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.05; (d) the prepayment (including pursuant to Section 2.06 or 2.14) or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.04 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. Such reimbursement of funding losses or expenses shall be paid by the Borrower to the Administrative Agent within 15 days after demand therefor. For purposes of calculating amounts payable by the Borrower to the Lenders Banks under this Section and under subsection 3.6(a3.03(a), each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each -------------- Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.3;2.6; ----------- (d) the prepayment (including pursuant to Section 2.7) or other payment ----------- (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Offshore Rate Loan to a ----------- Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section and under subsection 3.6(aSection 4.3(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related -------------- reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Each Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the such Borrower to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the such Borrower to borrow, continue or convert a Loan after the such Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationConversion/ Continuation or similar notice; (c) the failure of the such Borrower to make any prepayment in accordance with any notice delivered under Section 3.3SECTION 2.09; (d) the prepayment or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 SECTION 2.04 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section and under subsection 3.6(aSECTION 4.03(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender the Bank and hold each Lender the Bank harmless from any actual loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Rate LoanLIBOR Loan (including after any acceleration thereof); (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment (including pursuant to Section 2.07) or other payment (including after acceleration thereof) of any Eurodollar Rate LIBOR Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate LIBOR Loan to a Base Prime Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate LIBOR Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders Bank under this Section and under subsection 3.6(aSection 4.03(a), each Eurodollar Rate LIBOR Loan made by a Lender the Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Base LIBOR used in determining the Eurodollar Rate LIBOR for such Eurodollar Rate LIBOR Loan by a matching deposit or other borrowing in the interbank inter-bank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate LIBOR Loan is in fact so funded,.

Funding Losses. The Borrower Companies shall reimburse each Lender Bank and hold each Lender -------------- Bank harmless from any loss or expense which the Lender such Bank may sustain or incur as a consequence of: (a) the failure of the Borrower any Company to make on a timely basis any payment of principal of any Eurodollar LIBOR Rate Loan; (b) the failure of the Borrower any Company to borrow, continue or convert a Loan after the Borrower such Company has given (or is deemed to have given) a an Irrevocable Notice of Borrowing or a Notice of Conversion/ContinuationBorrowing; (c) the failure of the Borrower any Company to make any prepayment in accordance with any notice delivered under Section 3.3;2.9; ----------- (d) the prepayment (including pursuant to Section 2.9) or other ----------- payment (including after acceleration thereof) of any Eurodollar a LIBOR Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 4.2 of any Eurodollar LIBOR Rate Loan to a Base ----------- Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar LIBOR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Companies to the Lenders Banks under this Section and under subsection 3.6(aSection 4.3(a), each Eurodollar LIBOR Rate Loan made by a Lender Bank (and each related -------------- reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar LIBOR Rate for such Eurodollar LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar eurocurrency market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company and the Borrowers shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Borrowers to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower Borrowers to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Borrowers to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment (including pursuant to Section 2.06 or Section 2.07) or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.04 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company and/or the Borrowers to the Lenders Banks under this Section and under subsection 3.6(a3.03(a), each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based reference rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment (including pursuant to Section 2.6 or 2.7) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section and under subsection 3.6(a4.3(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar LIBOR Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment (including pursuant to Section 2.07) or other payment (including after acceleration thereof) of any Eurodollar a LIBOR Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.04 of any Eurodollar LIBOR Rate Loan to into a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar LIBOR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a4.03(a), each Eurodollar LIBOR Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar LIBOR Rate for such Eurodollar LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar LIBOR Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.05; (d) the prepayment (including prepayments made pursuant to Article II) or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.03 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders Banks under this Section and under subsection 3.6(a)Section 4.02, each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Each Borrower shall reimburse each Lender upon demand and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: (a) the failure of the such Borrower to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the such Borrower to borrow, continue or convert a Loan after the such Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the such Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.10; (d) the any continuation, conversion, prepayment (including pursuant to Section 2.11) or other payment (including after acceleration thereofthereof or pursuant to Section 2.08(c)) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; (e) any assignment of an Offshore Rate Loan on a day other than the last day of the relevant Interest Period as a result of a request by the Company pursuant to Section 4.07; or (ef) the automatic conversion under Section 2.5 2.04 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Borrowers to the Lenders under this Section and under subsection 3.6(aSection 4.03(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Offshore Base Rate used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is was in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender the Bank and hold each Lender the Bank harmless from any loss or expense which that the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate LoanLoan (including after any acceleration thereof); (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment (including pursuant to Section 2.07) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders Bank under this Section and under subsection 3.6(aSection 4.03(a), each Eurodollar Offshore Rate Loan made by a Lender the Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The (a) Each Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur (other than as a result of Section 4.05) as a consequence of: (ai) the failure of the such Borrower to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (bii) the failure of the such Borrower to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (ciii) the failure of the such Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.06; (div) the prepayment or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or; (ev) the automatic conversion under Section 2.5 2.04 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period; or (vi) in the event that during the 180 day period following the Initial Funding Date, the Borrowers maintain (x) more than one Offshore Rate Loan with different Interest Periods or (y) any Offshore Rate Loan with an Interest Period in excess of one month, any breakage costs, charges or fees incurred by NationsBank or any co-arranger in connection with the assignment of an Offshore Rate Loan; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtainedobtained or from changes relating to any Offshore Currency Loans. For purposes of calculating amounts payable by the a Borrower to the Lenders under this Section and under subsection 3.6(aSection 4.03(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.in

Funding Losses. The applicable Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense which the such Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the such Borrower to borrow, continue or convert a an Offshore Rate Loan after the such Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ContinuationContinuation therefor; (cb) the failure of the such Borrower to make any prepayment of any Loan in accordance with any notice delivered under Section 3.32.7; (dc) the prepayment (including pursuant to Section 2.7, 2.8 or 4.2(b)) or other payment (including after acceleration thereof) of the principal of any Eurodollar Offshore Rate Loan on a day that is not the last day of the relevant an Interest PeriodPeriod therefor; or (ed) the automatic conversion under Section 2.5 2.4 of any Eurodollar Offshore Rate Loan in U.S. Dollars to a Base Rate Loan on a day that is not the last day of the relevant an Interest Period, Period therefor; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate the applicable Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the a Borrower to the Lenders any Lender under this Section and under subsection 3.6(a4.3(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Offshore Rate used in determining the Eurodollar Rate interest rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar eurocurrency market for a comparable amount and for a comparable periodperiod and in the same Applicable Currency, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Rate Eurocurrency Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.7; (d) the prepayment (including pursuant to Section 2.7) or other payment (including after acceleration thereof) of any Eurodollar Rate a Eurocurrency Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4(a) of any Eurodollar Rate Eurocurrency Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Eurocurrency Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section and under subsection 3.6(a3.3(a), each Eurodollar Rate Eurocurrency Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Inter Bank Offered Rate used in determining the Eurodollar Adjusted Eurocurrency Rate for such Eurodollar Rate Eurocurrency Loan by a matching deposit or other borrowing in the interbank eurodollar eurocurrency market customarily for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Eurocurrency Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment (including pursuant to Section 2.7) or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation Liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained, but excluding lost profits. For purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a3.3(a), each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.6; (d) the prepayment (including pursuant to Section 2.7) or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.4 of any Eurodollar Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section and under subsection 3.6(a3.3(a), each Eurodollar Offshore Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate used LIBOR in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower Company shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation, other than pursuant to Section 3.5; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.3; (db) the prepayment (including pursuant to Section 2.5 or 2.7) or other payment (including after acceleration thereof) of any an Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or; (ec) the automatic conversion under Section 2.5 2.4 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; or (d) the prepayment of a Eurodollar Rate Loan having an Interest Period in excess of 7 days in connection with an assignment of all or any part of the Revolving Loans and the Revolving Loan Commitments pursuant to subsection 11.8(a) occurring during the period described in clause (e) of the definition of "Interest Period"; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a3.3(a), each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate IBOR used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower Co-Borrowers shall reimburse each Lender Bank and hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Co-Borrowers to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower Co-Borrowers to borrow, continue or convert a Loan after the Borrower has Co-Borrowers have given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Conversion/ Continuation; (c) the failure of the Borrower Co-Borrowers to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment (including prepayments made pursuant to Article II but excluding prepayments made pursuant to Section 4.03) or other payment (including after acceleration thereof) of any an Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.04 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, Period except any such automatic conversion resulting from prepayments required by Section 4.03; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower Co-Borrowers to the Lenders Banks under this Section and under subsection 3.6(a)Section 4.04, each Eurodollar Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall Company agrees to reimburse each Lender Bank and to hold each Lender Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment or required prepayment of principal of any Eurodollar Offshore Rate LoanLoan (including payments made after any acceleration thereof); (b) the failure of the Borrower Company to borrow, continue or convert a Committed Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment of any Committed Loan after the Company has given a notice in accordance with any notice delivered under Section 3.32.10; (d) the prepayment or other payment (including after acceleration thereof) of an Offshore Rate Loan or Absolute Rate Bid Loan on a day which is not the last day of the relevant Interest Period with respect thereto; (e) the automatic conversion under Section 2.06 of any Eurodollar Offshore Rate Committed Loan to a Base Rate Committed Loan on a day that is not the last day of the relevant Interest Period; or (ef) the automatic conversion under pursuant to Section 2.5 2.06 of any Eurodollar Offshore Rate Committed Loan to a Base Rate Committed Loan on a day that is not the last day of the relevant respective Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Offshore Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. For Solely for purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a)3.04, each Eurodollar Offshore Rate Committed Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate used in determining the Eurodollar IBO Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,.

Funding Losses. The Borrower shall Company agrees to reimburse each Lender for, and to hold each Lender harmless from from, any loss or expense which the Lender may sustain or incur as a consequence of: of (a) the failure of the Borrower Company to make on a timely basis any payment or prepayment of principal of any Eurodollar Rate Loan; Loan (including payments made after any acceleration thereof) when due, (b) the failure of the Borrower Company to borrow, continue or convert a Loan on the specified date after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; , (c) the failure of the Borrower Company to make any prepayment on the specified date after the Company has given a notice in accordance with any notice delivered under Section 3.3; 2.05 or (d) the prepayment or other payment (including after acceleration thereof) ------------ of any a Eurodollar Rate Loan for any reason on a day that which is not the last day of the relevant Interest PeriodPeriod with respect thereto; or (e) the automatic conversion under Section 2.5 of any Eurodollar Rate Loan to a Base Rate Loan on a day provided that is not the last day of the relevant Interest Period, including any such loss or expense -------- shall include any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. For Solely for purposes of calculating amounts payable by the Borrower Company to the Lenders under this Section Sections 3.03(b), 3.04 and under subsection 3.6(a)3.05, each Eurodollar Rate Loan made by a ---------------- ---- ---- Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Eurodollar Base Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,. This covenant shall survive the payment in full of all other Obligations.

Funding Losses. The Borrower Company shall reimburse each Lender Bank and hold each Lender -------------- Bank harmless from any loss or expense which the Lender Bank may sustain or incur as a consequence of: (a) the failure of the Borrower Company to make on a timely basis any payment of principal of any Eurodollar Offshore Rate Loan or CD Rate Loan; (b) the failure of the Borrower Company to borrow, continue or convert a Loan after the Borrower Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; (c) the failure of the Borrower Company to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment or other payment (including after acceleration thereof) of any Eurodollar an Offshore Rate Loan or a CD Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.5 2.04 of any Eurodollar Offshore Rate Loan or CD Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, ; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it such Bank to maintain its Eurodollar Offshore Rate Loans or CD Rate Loans or from fees payable by such Bank to terminate the deposits from which such funds were obtainedobtained or from charges relating to any Loans. For purposes of calculating amounts payable by the Borrower Company to the Lenders Banks under this Section and under subsection 3.6(a3.03(a), (i) each Eurodollar Offshore Rate Loan made by a Lender Bank (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate LIBOR used in determining the Eurodollar Offshore Rate for such Eurodollar Offshore Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Offshore Rate Loan is in fact so funded,, and (ii) each CD Rate Loan made by a Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Certificate of Deposit Rate used in determining the CD Rate for such CD Rate Loan by the issuance of its certificate of deposit in a comparable amount and for a comparable period, whether or not such CD Rate Loan is in fact so funded.

Funding Losses. The Borrower shall reimburse each Lender and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation, as applicable, for such Loan; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 3.32.06; (d) the prepayment or other payment (including after acceleration thereof) of any a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or; (e) the automatic conversion under Section 2.5 any assignment of any a Eurodollar Rate Loan to a Base Rate Loan on a day that is not other than the last day of the relevant Interest Period, Period therefore as a result of a request by the Borrower pursuant to Section 4.07; or (f) the failure of the Closing Date to occur on the date for which notice was given pursuant to Section 2.03; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 4.04 and under subsection 3.6(a4.03(a), each Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement requirement) shall be conclusively deemed to have been funded at the LIBO-based rate Eurodollar Base Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded,.