Common use of Funding Losses Clause in Contracts

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

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

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

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

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

Funding Losses. If The Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower (1) makes any payment in making a borrowing of, conversion into or continuation of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Eurocurrency Loans after the Borrower has given a notice thereof has been given to any Lender (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a b) default by the Borrower in making any Lender) prepayment of or (3) fails to prepay any conversion from Eurocurrency Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in the provisions of this Agreement, then(c) the making of a prepayment of a Eurocurrency Loan on a day that is not the last day of an Interest Period applicable thereto, (d) any conversion of a Eurocurrency Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment of such Lender’s interests, rights and obligations under this Agreement pursuant to Section 11.3(c) or 11.12 hereof. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by interest for such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed Loans provided for herein over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender from on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender’s investment . A certificate as to any amounts payable pursuant to this Section 3.3 submitted to the Borrower (with a copy to the Administrative Agent) by any Lender together with a reasonably detailed calculation and description of such amounts, shall be conclusive absent manifest error. The obligations of the proceeds Borrower pursuant to this Section 3.3 shall survive the termination of such prepayment or (b) in this Agreement and the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason payment of the liquidation or reemployment of deposits or Loans and all other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentshereunder.

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

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

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

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

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

Funding Losses. If the (i) Borrower (1) makes any payment (including a -------------- prepayment) of principal with respect to any LIBO Rate Loan (pursuant to any provision of this Loan Agreement or otherwise) on any day other than the last day of the Interest Period applicable thereto, or (ii) Borrower shall default in payment when due of the principal amount of or interest on a Quarterly Payment Dateany Note, or (2iii) Borrower fails to borrow borrow, convert to or continue any Loans LIBO Rate Loan after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement 2.12(i), Borrower shall --------------- reimburse each Lender on demand for any resulting loss or reasonable expense incurred by it (other than as a result of a default or by any Lenderexisting or prospective participant in the related Loan), including (without limitation) any loss Loan Agreement incurred in obtaining, liquidating or employing deposits from third parties; provided, that such Lender shall have delivered to Borrower a certificate as -------- to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. Without limiting the effect of the preceding sentence, such reimbursement shall include an amount equal to the excess, if any, of (3i) fails the amount of interest which otherwise would have accrued on the principal amount so paid, prepaid or not borrowed, converted or continued for the period from the date of such payment, prepayment, or failure to prepay any Loans after notice thereof has been given borrow, convert or continue to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenthe last day of the then current Interest Period for such LIBO Rate Loan (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow, such loss, cost convert or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Datecontinue, the amountInterest Period for such LIBO Rate Loan which would have commenced on the date specified for such borrowing, if any, by which (iconversion or continuation) at the reasonable and documented losses, costs and expenses (including those incurred by reason applicable rate of the liquidation or reemployment of deposits or other funds acquired by interest for such Lender to fund the LIBO Rate Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed provided for herein over (ii) the income, if any, received interest ---- component of the amount such Lender (or any corporation controlling such Lender) would have bid in the London interbank market for U.S. Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

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

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

Funding Losses. If the Borrower (1) makes any payment payments of principal with respect to any Eurodollar Loan or any Eurodollar Loan is converted to another type of Loan (pursuant to Articles II, VI, VIII, or otherwise) on any day other than on a Quarterly Payment Datethe last day of an Interest Period applicable thereto, (2) or if the Borrower fails to borrow or prepay any Eurodollar Loans after notice thereof has been given to any Lender Bank in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventthe terms hereof, the Borrower shall compensate reimburse each Lender applicable Bank on demand for any resulting reasonable out of pocket loss or expense incurred by it (or any existing Participant in the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate related Loan, provided that the amount collected by a Bank and its Participant shall not exceed the amount which the Bank would have been entitled to collect absent such lossparticipation), cost including (without limitation) any such loss incurred in obtaining, liquidating or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of employing deposits or other funds acquired by such Lender from third parties to fund the or maintain such Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepaymentproposed Loan, but excluding in any event the loss of anticipated profitsmargin for the period after any such payment or conversion or failure to borrow or prepay, provided that such Bank shall have delivered to the Borrower (with a copy to the Agent) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment a certificate prior to requesting reimbursement setting forth in reasonable detail its calculation of the proceeds amount of such prepayment loss or (b) expense, which certificate shall be conclusive in the case absence of any failure to borrowmanifest error. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 2.12 TO THE CONTRARY, the amountTHE TERM "LOSS" SHALL NOT INCLUDE AND BORROWER SHALL NOT BE RESPONSIBLE FOR THE PAYMENT OF ANY LOST PROFITS (IN EXCESS OF THE AMOUNTS OTHERWISE PAYABLE BY BORROWER HEREUNDER AS A PART OF THE ADJUSTED EURODOLLAR RATE) OR ANY CONSEQUENTIAL, if anySPECULATIVE, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsPUNITIVE OR OTHER DAMAGES.

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

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

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

Funding Losses. If the Borrower Core Molding (1) makes any payment of principal and Core Mexico, with respect to the Mexican Loan) agree to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from, any Loan on any day other than on loss or expense that such Lender may sustain or incur as a Quarterly Payment Dateconsequence of (a) default by a Borrower in making a borrowing of, (2) fails to borrow any conversion into or continuation of Eurodollar Loans after such Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a b) default by a Borrower in making any Lender) prepayment of or (3) fails to prepay any conversion from Eurodollar Loans after such Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in the provisions of this Agreement, then(c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan to a Base Rate Loan or a Daily LIBOR Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest (with no additional premium or penalty thereon) that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateinterest for such Loans provided for herein (excluding, however, the amountApplicable Margin included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender from on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender’s investment . A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower, together with a reasonably detailed calculation and description of such amounts (with a copy to Agent) by any Lender shall be rebuttably presumptive evidence of the proceeds amount so payable. The obligations of such prepayment or (b) in Borrowers pursuant to this Section 3.3 shall survive the case termination of any failure to borrow, this Agreement and the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason payment of the liquidation or reemployment of deposits or Loans and all other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentshereunder.

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

Funding Losses. If the Borrower (1) makes for any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement reason (other than due to a default by a Lender or as a result of a default Lender's refusal to honor a LIBOR Loan request due to circumstances described in Section 2.6 or 2.7 hereof) a Borrowing of, or conversion to or continuation of, LIBOR Loans does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/ Continuation (whether or not withdrawn), or if any repayment (including any conversions pursuant to Section 2.1.2 hereof) of any of its LIBOR Loans occurs on a date that is not the last day of an Interest Period applicable thereto, or if for any reason Borrower defaults in its obligation to repay LIBOR Loans when required by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in the terms of this Agreement, then, in any such event, the then Borrower shall compensate each Lender pay to Agent, for the lossratable benefit of the affected Lenders, cost within 10 days after Agent's or an affected Lender's demand therefor, an amount (if a positive number) computed pursuant to the following formula: L = (R - T) x P x D 360 where L = amount payable R = interest rate applicable hereunder to the LIBOR Loan unborrowed or prepaid T = effective interest rate per annum at which any readily marketable bond or other obligations of the United States, selected at Agent's sole discretion, maturing on or nearest the last day of the then applicable or requested Interest Period for such LIBOR Loan and expense attributable to in approximately the same amount as such event. In the case of a Eurodollar Rate LIBOR Loan, can be purchased by Agent on the day of such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect or failure to any Loan on any day other than on a Quarterly Payment Date, borrow P = the amount, if any, by which (i) amount of principal paid or the reasonable and documented losses, costs and expenses (including those incurred by reason amount of the liquidation LIBOR Loan requested or reemployment to have been continued or converted D = the number of deposits or other funds acquired by such Lender to fund days remaining in the Loan being repaid or by reason of a CP Lender’s inability to retire the source Interest Period as of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds date of such prepayment or (b) the number of days in the case requested Interest Period Borrower shall pay such amount upon presentation by Agent of a statement setting forth the amount and Agent's calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. For purposes of this Section 2.9, all references to a Lender shall be deemed to include any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs bank holding company or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result bank parent of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Funding Losses. If US Borrower and each Applicable Borrower shall, within five days of receipt of written notice thereof, reimburse each Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of such Applicable Borrower (1) makes to make on a timely basis any payment of principal with respect of any LIBOR Rate Loan or BA Equivalent Rate Loan; (b) the failure (including by reason of Section 4.5) of such Applicable Borrower to any borrow, continue or convert a LIBOR Rate Loan on any day other than on or BA Equivalent Rate Loan after such Applicable Borrower has given (or is deemed to have given) a Quarterly Payment DateNotice of Borrowing, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement Notice of Canadian Borrowing or a Notice of Conversion/Continuation (other than any such failure arising as a result of a default by such Lender or any LenderApplicable Agent); (c) or (3) fails the failure of such Applicable Borrower to prepay make any Loans after notice thereof has been given to prepayment of any Lender Loan in accordance with any notice delivered under Section 2.7 and or Section 2.3A; (d) the prepayment by such Applicable Borrower (including pursuant to Section 2.7 or 2.8) or other payment (including after acceleration thereof) the principal of any LIBOR Rate Loan or BA Equivalent Rate Loan on a day that is not revoked as permitted in this Agreement, then, in the last day of the relevant Interest Period; or (e) the conversion by such Applicable Borrower under Section 2.4 or Section 2.4A of any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable LIBOR Rate Loan to such event. In the case of an ABR Loan or a Eurodollar BA Equivalent Rate Loan to a Prime Rate Loan, respectively, on a day that is not the last day of the relevant Interest Period; including any such loss, cost loss or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of arising from the liquidation or reemployment of deposits or other funds acquired obtained by it to make, continue or maintain the applicable Loans or from fees payable to terminate the deposits from which such funds were obtained. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on each Applicable Borrower. For purposes of calculating amounts payable by each Applicable Borrower to any Lender under this Section and under subsection 4.3(a), (i) each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to fund have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan being repaid by a matching deposit or by reason of other borrowing in the interbank eurocurrency market for a CP Lender’s inability to retire comparable amount and for a comparable period and in the source of the Borrowing being prepaid simultaneously with the prepaymentsame Applicable Currency, but excluding whether or not such LIBOR Rate Loan is in any event the loss of anticipated profits) sustained by such Lender exceed fact so funded, and (ii) each BA Equivalent Rate Loan made by a Canadian Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the income, if any, received BA Equivalent Rate applicable to such BA Equivalent Rate Loan by the purchase by such Canadian Lender from of a bankers' acceptance in a comparable amount and for a comparable period, whether or not such Lender’s investment of the proceeds of such prepayment or (b) BA Equivalent Rate Loan is in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsfact so funded.

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

Funding Losses. If The Borrower agrees to compensate each Bank for any loss or expense which such Bank may sustain or incur as a consequence of (a) default by the Borrower (1) makes any in payment when due of the principal with respect to any Loan amount of or interest on any day other than on a Quarterly Payment DateEurodollar Loan, (2b) fails to borrow any default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a c) default by the Borrower in making any Lender) or (3) fails to prepay any Loans prepayment after the Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 and the provisions of this Agreement or (d) the making of a prepayment of Eurodollar Loans on a day which is not revoked as permitted in this Agreementthe last day of an Interest Period with respect thereto, thenincluding, without limitation, in each case, any such eventloss or expense arising from the reemployment of funds obtained by it or from amounts payable by such Bank to lenders of funds obtained by it in order to make or maintain such Loans. Such compensation shall include an amount equal to the excess, if any, of (i) the Borrower shall compensate each Lender amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the lossperiod from the date of such prepayment or of such failure to borrow, cost and expense attributable convert or continue to the last day of such event. In Interest Period (or, in the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateinterest for such Loans provided for herein, excluding, the amountLIBOR Applicable Margin included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from Bank) which would have accrued to such Lender’s investment Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. This covenant shall survive the termination of this Agreement and the payment of the proceeds Loans and all other amounts payable hereunder for a period of ninety (90) days from the date of termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. When claiming under this Section 2.22, the claiming Bank shall provide to the Borrower a statement, signed by an officer of such prepayment Bank, explaining the amount of any such loss or expense (b) including the calculation of such amount), which statement shall, in the case absence of any failure to borrowmanifest error, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to and provided it is made in good faith be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result conclusive evidence of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant amounts with respect to the Priority of Paymentsparties hereto.

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

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

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

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

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

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

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

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

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

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

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

Funding Losses. If The Borrower agrees to indemnify the Borrower Bank and to hold the Bank harmless from any loss or expense including, but not limited to, any such loss or expense arising from interest or fees payable by the Bank to Banks of funds obtained by it in order to maintain its Libor Rate Option Loans hereunder, which the Bank may sustain or incur as a consequence of (1i) makes payment, prepayment or conversion of any payment part of principal with respect to any Loan Rate Segment of the Libor Rate Portion on any a day other than on the last day of the corresponding Rate Period (whether or not any such payment is pursuant to demand by Bank under the Note and whether or not any such payment, prepayment or conversion is consented to by Bank, unless Bank shall have expressly waived such indemnity in writing); (ii) default by the Borrower in making a Quarterly Payment Dateconversion or continuation after the Borrower has given a notice thereof, (2iii) fails default by the Borrower in making any payment after the Borrower has given a notice of payment, (iv) attempt by Borrower to borrow revoke in whole or part any Loans after irrevocable notice thereof has been given pursuant to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement 2.3(e) hereof; or (other than as a result v) breach of a or default by any Lender) obligor in the performance or (3) fails observance of any covenant or condition in the Note, any separate security, guarantee or suretyship agreement between Bank and any obligor, or any other document executed and delivered to prepay Bank by any Loans after notice thereof has been given to any Lender obligor in accordance connection with Section 2.7 and not revoked as permitted in this Agreement, then, in the indebtedness evidenced by the Note. If Bank sustains any such eventloss or expense, it shall from time to time notify Borrower of the amount determined in good faith by Bank (which determination shall, absent manifest error, be conclusive) to be necessary to indemnify Bank for such loss or expense. Such amount shall be due and payable by Borrower ON DEMAND. This covenant shall compensate each Lender for the loss, cost survive termination of this Agreement and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsoutstanding Notes.

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

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost against any loss or reasonable expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsprofit) sustained which such Protected Party effectively sustains or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Loan hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Administrative Agent or any Lender exceed to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow any Loan hereunder after notice of such Loan, or refinancing has been given pursuant to Section 2.02, so long as any such failure is not solely due to the failure of the Administrative Agent or any Lender to comply with its obligations hereunder in all material respects, (iii) any payment or prepayment of a Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than a Payment Date, so long as any such payment, prepayment or conversion is not solely due to the failure of the Administrative Agent or any Lender to comply with its obligations hereunder in all material respects or (iv) the failure to prepay Loans after providing a notice of prepayment (each such loss or expense, a “Funding Loss”). Such Funding Losses shall be determined by each Lender in its sole discretion and shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Protected Party, of (i) its cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on One Month LIBOR), for the period from the date of such Lender’s investment payment, prepayment or failure to borrow to the last day of the proceeds of such prepayment or then applicable Interest Period (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have been applicable to such Loan on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid or not borrowed or continued for such Lender’s investment period or Interest Period, as the case may be. For the avoidance of doubt, any amounts payable under this Section 3.04 shall be calculated on the basis of the Lender obtaining funds acquired by for its Loans based on borrowing for a one-month period. A certificate of any Protected 38 Loan Agreement Party setting forth any amount or amounts which such Lender is entitled to fund the Loan receive pursuant to this Section shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on and shall be prima facie evidence of the next Quarterly Payment Date pursuant to the Priority of Paymentsfacts set forth therein absent manifest error.

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

Funding Losses. If The Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower (1) makes any payment in making a borrowing of, conversion into or continuation of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any SOFR Loans or Alternate Currency Loans after the Borrower has given a notice thereof has been given to any Lender (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a b) default by the Borrower in making any Lender) prepayment of or (3) fails to prepay any conversion from SOFR Loans or Alternate Currency Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in the provisions of this Agreement, then(c) the making of a prepayment of a SOFR Loan or Alternate Currency Loan on a day that is not the last day of an Interest Period applicable thereto, (d) any conversion of a Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment of such Xxxxxx’s interests, rights and obligations under this Agreement pursuant to Section 11.3(c) or 11.10 hereof. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by interest for such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed Loans provided for herein over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender from on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender’s investment . A certificate as to any amounts payable pursuant to this Section 3.3 submitted to the Borrower (with a copy to the Administrative Agent) by any Lender shall be conclusive absent manifest error. The obligations of the proceeds Borrower pursuant to this Section 3.3 shall survive the termination of such prepayment or (b) in this Agreement and the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason payment of the liquidation or reemployment of deposits or Loans and all other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentshereunder.

Funding Losses. If Each Applicable Borrower shall, within 15 Business Days of receipt of written notice thereof, reimburse each Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of such Applicable Borrower (1) makes to make on a timely basis any payment of principal with respect of any LIBOR Loan; (b) the failure (including by reason of Section 4.5) of such Applicable Borrower to any borrow, continue or convert a LIBOR Loan on any day other than on after such Applicable Borrower has given (or is deemed to have given) a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement Notice of Borrowing or a Notice of Conversion/Continuation (other than any such failure arising as a result of a default by such Lender or the Paying Agent); (c) the failure of such Applicable Borrower to make any Lender) or (3) fails to prepay prepayment of any Loans after notice thereof has been given to any Lender Loan in accordance with any notice delivered under Section 2.7; (d) the prepayment by such Applicable Borrower (including pursuant to Section 2.7 and or 2.8) or other payment (including after acceleration thereof) the principal of any LIBOR Loan on a day that is not revoked as permitted in this Agreement, then, in the last day of the relevant Interest Period; or (e) the conversion by such Applicable Borrower under Section 2.4 of any LIBOR Loan to an ABR Loan on a day that is not the last day of the relevant Interest Period; including any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost loss or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of arising from the liquidation or reemployment of deposits or other funds acquired obtained by it to make, continue or maintain the applicable Loans or from fees payable to terminate the deposits from which such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepaymentfunds were obtained. Such written notice (which shall include calculations in reasonable detail) shall, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case absence of manifest error, be conclusive and binding on each Applicable Borrower. For purposes of calculating amounts payable by each Applicable Borrower to any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profitsLender under this Section and under subsection 4.3(a), costs each LIBOR Loan made by a Lender (and each related reserve, special deposit or expenses incurred similar requirement) shall be conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Loan by reason of the liquidation or reemployment of deposits a matching deposit or other funds acquired by borrowing in the interbank eurocurrency market for a comparable amount and for a comparable period and in the same Applicable Currency, whether or not such Lender to fund the LIBOR Loan to be made by such Lender as part of the Borrowing requested is in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsfact so funded.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost against any loss or reasonable expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by which such Lender exceed may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in ARTICLE IV, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to SECTION 2.02 or 2.08, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iii) any payment, prepayment or conversion of a Fixed Rate Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto, so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), or (v) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Fixed Rate Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed (based on the applicable Eurodollar Rate), for the period from the date of such Lender’s investment payment, prepayment, conversion or failure to borrow, convert or continue to the last day of the proceeds of Interest Period for such prepayment or Loan (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have commenced on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failurefailure to borrow, is not made on such date exceed convert or continue) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such Lender’s investment period or Interest Period, as the case may be. A certificate of funds acquired by any Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan receive pursuant to this Section 3.05 shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If the Borrower agrees to indemnify each Lender, promptly after receipt of a written, reasonably detailed certification and request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (1a) makes any payment default by Borrower in making a borrowing of, conversion into or continuation of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Eurodollar Loans after Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a b) default by Borrower in making any Lender) prepayment of or (3) fails to prepay any conversion from Eurodollar Loans after Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in the provisions of this Agreement, then(c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateinterest for such Loans provided for herein (excluding, however, the amountApplicable Margin included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the incomeamount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error. The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, no Lender shall be entitled to any indemnification or reimbursement pursuant to this Section 3.3 to the extent such Lender has not made demand therefore (as set forth above) within two hundred seventy (270) days after the occurrence of the event giving rise to such entitlement or, if anylater, received by such Lender from such Lender’s investment of the proceeds having knowledge of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsevent.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost Tax Protected Party against any loss or reasonable expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsprofit) sustained which such Tax Protected Party may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of the Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender exceed to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow or to prepay any Loan hereunder after irrevocable notice of such Borrowing, or prepayment has been given pursuant to Section 2.02 or 2.07, as applicable, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects or (iii) any payment or prepayment of a Loan, (including, without limitation, payment or prepayment pursuant to Section 2.08), whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto, so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects (each such loss or expense, a “Funding Loss”). Such Funding Losses shall be determined by each Tax Protected Party in its sole discretion and shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Tax Protected Party, of (i) its cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on the applicable London Interbank Offered Rate), for the period from the date of such Lender’s investment payment, prepayment or failure to borrow to the last day of the proceeds of such prepayment or then applicable Interest Period (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have been applicable to such Loan on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from such Lender’s investment of funds acquired Tax Protected Party) that would be realized by such Lender Tax Protected Party in reemploying the funds so paid, prepaid or not borrowed or continued for such period or Interest Period, as the case may be. A certificate of any Tax Protected Party setting forth any amount or amounts which such Tax Protected Party is entitled to fund the Loan receive pursuant to this Section shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate each Lender Lender, upon its written request (which request shall set forth the basis for requesting such amounts in reasonable detail and which request shall, absent manifest error, be final, conclusive and binding upon all of the lossparties hereto), cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented for all losses, costs expenses and expenses liabilities (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired including, without limitation, any interest paid by such Lender to fund lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans to the Loan being repaid or extent not recovered by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously such Lender in connection with the prepayment, but excluding in liquidation or re-employment of such funds and including the compensation payable by such Lender to a Person to which the Lender has participated all or a portion of such Borrowing) and any event the loss of anticipated profits) sustained by such Lender exceed in connection with the good faith liquidation or good faith re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that would result in such Lender receiving less than it would have received had such Eurodollar Rate Loan remained outstanding until the last day of the Interest Period applicable to such Eurodollar Rate Loans) which the Lender may sustain as a result of: (i) for any reason (other than a default by such Lender or the Agent) a Borrowing of, or conversion from or into or continuation of, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurodollar Rate Loans occurring for any reason whatsoever on a date which is not the income, if any, received last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurodollar Rate Loans not being made on the date specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurodollar Rate Loans when required by the terms of this Agreement or (B) an election made by the Borrower pursuant to SECTION 2.14. A written notice as to additional amounts owed such Lender under this SECTION 2.16 and delivered to the Borrower and the Agent by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrowshall, the amountabsent manifest error, if anybe final, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing conclusive and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsbinding for all purposes.

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

Funding Losses. If Borrower and the REIT shall compensate Lender, upon Lender's delivery of a written demand therefor to Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateand the REIT, (2) fails which demand shall set forth in detail the basis for requesting such amounts and shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities, to borrow the extent actually incurred (including, without limitation, any Loans after notice thereof has been given to loss, expense or liability incurred by Lender or any Co-Lender in accordance connection with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired required by such Lender it to fund the Loan being repaid make or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepaymentcarry its Eurodollar Portions), but excluding in any event the loss of anticipated profitsprofits ("Funding Costs"), that Lender or any Co-Lender sustains: (a) sustained if for any reason (other than a default by Lender or any Co-Lender) a Borrowing of Eurodollar Portions does not occur on a date specified therefor in a Notice of Borrowing (whether or not rescinded, cancelled or withdrawn or deemed rescinded, cancelled or withdrawn, pursuant to Sections 2.16(a) or 2.16(b) or otherwise), (b) if any prepayment (whether voluntary or mandatory), repayment (including, without limitation, payment after acceleration) or conversion of any of its Eurodollar Portions occurs on a date which is not the last day of the Interest Period applicable thereto, (c) if any prepayment of any of its Eurodollar Portions is not made on any date specified in a notice of prepayment given by Borrower, or (d) as a consequence of any default by Borrower or the REIT in repaying its Eurodollar Portions or any other amounts owing hereunder in respect of its Eurodollar Portions when required by the terms of this Agreement. Calculation of all amounts payable to Lender under this Section 2.17 shall be made on the assumption that Lender and each Co-Lender has funded its relevant Eurodollar Portion through (i) the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Lender exceed Eurodollar Portion with a maturity equivalent to the Interest Period applicable to such Eurodollar Portion, and (ii) the incometransfer of such Eurodollar deposit from an offshore office of Lender or any Co-Lender to a domestic office of Lender or any Co-Lender in the United States of America, if any, received by such provided that Lender from such Lender’s investment or any Co-Lender may fund its Eurodollar Portions in any manner that it in its sole discretion chooses and the foregoing assumption shall only be made in order to calculate amounts payable under this Section 2.17. The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or Note and all other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsObligations.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower The Company shall compensate each Lender Lender, upon such Lender's delivery of a written demand therefor to the Company, with a copy to the Agent (which demand shall set forth the basis for requesting such amounts and shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Bridge Notes), that such Lender sustains: (i) if for any reason (other funds acquired than a default by such Lender to fund the Loan being repaid Lender) a borrowing of Bridge Notes does not occur on a date specified therefor in a Notice of Borrowing (whether or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepaymentnot rescinded, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed cancelled or withdrawn or deemed rescinded, cancelled or withdrawn,), (ii) if any repayment (including, without limitation, payment after acceleration) or conversion of any of its Bridge Notes occurs on a date which is not the income, if any, received by such Lender from such Lender’s investment last day of the proceeds of such Interest Period applicable thereto, (iii) if any prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, its Bridge Notes is not made on such any date exceed specified in a notice of prepayment given by the Company, or (iiiv) as a consequence of any default by the income, if any, received Company in repaying its Bridge Notes or any other amounts owing hereunder in respect of its Bridge Notes when required by the terms of this Agreement. Calculation of all amounts payable to a Lender under this Section 2.8 shall be made on the assumption that such Lender has funded its relevant Bridge Notes through the purchase of a Eurodollar deposit bearing interest at the LIBO Rate in an amount equal to the amount of such Bridge Notes with a maturity equivalent to the Interest Period applicable to such Bridge Notes, and through the transfer of such Eurodollar deposit from such Lender’s investment an offshore office of funds acquired by such Lender to a domestic office of such Lender in the United States of America, provided that each Lender may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the Loan to foregoing assumption shall only be made as part of such Borrowing and (II) shall constitute Increased Costs in order to calculate amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsunder this Section 2.8.

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

Funding Losses. If Each of the Borrower Borrowers hereby indemnifies each Bank against any loss or reasonable expense (1including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Rate Loan) makes which such Bank may sustain or incur as a consequence of (a) any payment failure by any of principal with respect the Borrowers to fulfill on the date of any Loan on any day other than on a Quarterly Payment DateBorrowing the applicable conditions set forth in ARTICLE III, (2b) fails any failure by any of the Borrowers to borrow any hereunder, to Convert Loans hereunder after notice thereof a Borrowing Request or Conversion Notice, respectively, has been given by such Borrower, (c) any payment, prepayment or Conversion of a Eurocurrency Rate Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (the acceleration of the maturity of the Notes pursuant to SECTION 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as a result and when due and payable (at the due date thereof, by notice of a default by any Lenderprepayment or otherwise) or (3e) fails the occurrence of an Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to prepay any Loans after notice thereof has been given the excess, if any, as determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid or Converted or not borrowed or Converted (based on the Eurocurrency Rate applicable thereto) for the period from the date of such payment, prepayment or Conversion or failure to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenborrow or Convert to the last day of the Interest Period for such Loan (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost failure to borrow or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateConvert, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Interest Period for the Loan being repaid which would have commenced on the date of such failure to borrow or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profitsConvert) sustained by such Lender exceed over (ii) the incomeamount of interest (as estimated by such Bank) that would be realized by such Bank in reemploying the funds so paid, if anyprepaid or Converted or not borrowed or Converted for such period or Interest Period, as the case may be. Each Borrower shall pay to the Administrative Agent for the account of each Bank the amount shown as due on any certificate received by such Lender from such Lender’s investment it under SECTION 2.15 within ten (10) days after its receipt of the proceeds same. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of such prepayment or (b) in the case Highest Lawful Rate. Without prejudice to the survival of any failure other obligations of the Borrowers hereunder, but subject to borrowthe last sentence of SECTION 2.15, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason obligations of the liquidation Borrowers under this SECTION 2.12 shall survive the termination of this Agreement and/or the payment or reemployment assignment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part any of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNotes.

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

Funding Losses. If Each of the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower Borrowers shall compensate each Lender Lender, upon its written request (which request shall set forth the basis for requesting such amounts and shall, absent manifest error, be final, conclusive and binding upon all of the lossparties hereto), cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented for all losses, costs expenses and expenses liabilities (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired including, but not limited to, any interest paid by such Lender to fund lenders of funds borrowed by it to make or carry its LIBOR Loans or B/A Loans to such Borrowers to the Loan being repaid or extent not recovered by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously Lender in connection with the prepaymentre-employment of such funds) ("losses"), which the Lender may sustain: (a) if for any reason (other than a default by such Lender) a Borrowing of LIBOR Loans or B/A Loans does not occur on the date specified therefor in a Borrowing Request (whether or not withdrawn), including, but excluding not limited to a failure by the applicable Borrowers to fulfill on the date of any Borrowing of LIBOR Loans or B/A Loans the conditions set forth in Article 3, or to convert, continue any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds LIBOR Loan or B/A Loan hereunder after irrevocable notice of such prepayment conversion or continuation has been given pursuant to Section 2.12; (b) in the case if any payment, prepayment or conversion of any failure of its LIBOR Loans or B/A Loans required or permitted by any other provision of this Agreement or otherwise, or any assignment of a LIBOR Loan or B/A Loan pursuant to borrowSection 2.23, in each case is made or deemed made on a date which is not the last day of the Interest Period applicable thereto; or (c) if, for any reason, either of the Borrowers defaults in their obligation to repay its LIBOR Loans or B/A Loans or roll over or interest accrued thereon as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise). Notwithstanding the foregoing, the amount, if any, by which (i) Canadian Borrowers shall not be required to compensate any US Lender in respect of losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender arising with respect to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsUS Loans.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateThe Borrowers shall indemnify, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 jointly and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreementseverally, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost against any loss or reasonable expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained which such Lender may sustain or incur as a consequence of (i) any failure by any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.06, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iii) any payment, prepayment or conversion of a Eurocurrency Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto, so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), (v) any redenomination of a Eurocurrency Loan denominated in an Alternative Currency to a Base Rate Loan in Dollars pursuant to Section 2.06(f) by reason of any difference between the applicable Exchange Rate used to effect such redenomination hereunder and the actual exchange rate used by such Lender exceed to effect such redenomination on its books at or about the time it receives notice of such redenomination hereunder, or (iivi) the incomeoccurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed (based on the applicable Eurocurrency Rate), for the period from the date of such Lender’s investment payment, prepayment, conversion or failure to borrow, convert or continue to the last day of the proceeds of Interest Period for such prepayment or Loan (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have commenced on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failurefailure to borrow, is not made on such date exceed convert or continue) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such Lender’s investment period or Interest Period, as the case may be. A certificate of funds acquired by any Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date receive pursuant to the Priority of Paymentsthis Section shall be delivered to Xxxxxxxxx and shall be conclusive absent manifest error.

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

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

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

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

Funding Losses. If The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur (other than through such Lender’s gross negligence or willful misconduct) as a consequence of (i) default by the Borrower (1) makes any payment in making a borrowing of, conversion into or continuation of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Eurodollar Loans after the Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted the provisions of this Agreement, (ii) default by the Borrower in this Agreement (other than as a result making any prepayment of a default by any Lender) or (3) fails to prepay any Loans Eurodollar Loan after the Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 the provisions of this Agreement and (iii) the making of a prepayment of Eurodollar Loans on a day which is not revoked as permitted in this Agreementthe last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to (i) the present value of the amount of interest which would have accrued on the amount prepaid, thenor not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateinterest for such Eurodollar Loans provided for herein (excluding, however, the amountApplicable Percentage included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed minus (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender from on such Lender’s investment amount by placing such amount on deposit for a comparable period with leading banks in the Interbank Eurodollar market; provided that such Lender shall have delivered to the Borrower a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or Loans and all other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentshereunder.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate each Lender Lender, upon such Lender's delivery of a written demand therefor to the Borrower, with a copy to the Administrative Agent (which demand shall set forth the basis for requesting such amounts and shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Eurodollar Loans), that such Lender sustains: (i) if for any reason (other funds acquired than a default by such Lender Lender) a Borrowing of, or conversion from or CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT into, or a continuation of, Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not rescinded, cancelled or withdrawn or deemed rescinded, cancelled or withdrawn, pursuant to fund the Loan being repaid Section 2.16(a) or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment2.16(b) or otherwise), but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such any prepayment or repayment (b) in the case of including, without limitation, payment after acceleration or any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, payment as a result of such failurethe applicability of Section 2.22 or Section 10.5(b)) or conversion of any of its Eurodollar Loans occurs on a date which is not the last day of the Interest Period applicable thereto, (iii) if any prepayment of any of its Eurodollar Loans is not made on such any date exceed specified in a notice of prepayment given by the Borrower, or (iiiv) as a consequence of any default by the income, if any, received Borrower in repaying its Eurodollar Loans or any other amounts owing hereunder in respect of its Eurodollar Loans when required by the terms of this Agreement. Calculation of all amounts payable to a Lender under this Section 2.17 shall be made on the assumption that such Lender has funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan with a maturity equivalent to the Interest Period applicable to such Eurodollar Loan, and through the transfer of such Eurodollar deposit from such Lender’s investment an offshore office of funds acquired by such Lender to a domestic office of such Lender in the United States of America, PROVIDED that each Lender may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the Loan to foregoing assumption shall only be made as part of such Borrowing and (II) shall constitute Increased Costs in order to calculate amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsunder this Section 2.17.

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

Funding Losses. If the Borrower (1a) makes any payment of principal with respect to any Loan Eurodollar Rate Advance or Negotiated Rate is repaid or converted into a Base Rate Advance on any day other than on a Quarterly Payment Date, the last day of the relevant Interest Period (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than whether as a result of any optional prepayment, mandatory prepayment, payment upon acceleration, mandatory conversion or otherwise), (b) a default by any Lender) or (3) Borrower fails to prepay borrow, continue or convert any Loans after notice thereof has been given to any Lender Eurodollar Rate Advance or Negotiated Rate Advance in accordance with Section 2.7 and not revoked a Notice of Borrowing, a Notice of Continuance/Conversion or a telephonic request delivered to the Lender (whether as permitted in this Agreement, then, in a result of the failure to satisfy any such event, the applicable conditions or otherwise); or (c) a Borrower shall compensate each Lender for the loss, cost and expense attributable fails to such event. In the case make any prepayment of either a Eurodollar Rate LoanAdvance or a Negotiated Rate Advance in accordance with any notice of prepayment delivered to the Lender, then such lossBorrower shall, cost or expense (I) shall include (a) in upon demand by the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateLender, reimburse the amount, if any, by which (i) the Lender for all reasonable and documented losses, costs and expenses (including those losses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failurerepayment, is not made on such date exceed prepayment or failure (ii) "Breakage Costs"), including reasonable costs and losses incurred by the income, if any, received Lender as a result of funding arrangements or contracts entered into by such Lender from such Lender’s investment of funds acquired by such the Lender to fund Eurodollar Rate Advances or Negotiated Rate Advances. Breakage Costs shall be payable only if demanded within ninety (90) days after the Loan to be made as part end of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.applicable Interest Period and

Funding Losses. If Borrower and the Borrower REIT shall -------------- compensate Lender and the Co-Lenders for all reasonable losses, expenses and liabilities, to the extent actually incurred (1) makes including, without limitation, any payment of principal with respect to loss, expense or liability incurred by Lender or any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Co-Lender in accordance connection with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired required by such Lender it to fund make or carry the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepaymentLoan), but excluding in any event the loss of anticipated profitsprofits ("Funding Costs"), that Lender or any Co-Lender sustains: (a) sustained if for any reason (other than a default by Agent or any Co-Lender) a Borrowing of an Advance does not occur on a date specified therefor in a Notice of Borrowing (whether or not rescinded, canceled or withdrawn or deemed rescinded, canceled or withdrawn, pursuant to Section 2.16(a) or 2.16(b) or otherwise), (b) if any prepayment (whether voluntary or mandatory), repayment (including, without limitation, payment after acceleration) occurs on a date which is not the last day of an Interest Period, (c) if any prepayment is not made on any date specified in a notice of prepayment given by Borrower, or (d) as a consequence of any default by Borrower or the REIT in repaying the Loan when required by the terms of this Agreement. Borrower shall pay such Funding Costs on the date specified for the date of prepayment or repayment of any Eurodollar Portion of the Loan under clause (b) or (c) above, or within five (5) Business Days of written demand therefor by Agent with respect to clause (d) above. Calculation of all amounts payable to Agent under this Section 2.17 shall be made on the assumption that Lender exceed and each Co-Lender has funded its relevant Eurodollar Portion through (i) the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Portion, and (ii) the incometransfer of such Eurodollar deposit from an offshore office of Lender or any Co-Lender to a domestic office of Lender and the Co-Lenders in the United States of America, if any, received by such provided that Lender from such Lender’s investment and the Co-Lenders may fund their Eurodollar Portion of the proceeds of Loan in any manner that they in their sole discretion choose and the foregoing assumption shall only be made in order to calculate amounts payable under this Section 2.17. Agent shall provide Borrower with a statement detailing the basis for requesting such prepayment or (b) in amounts and the case of any failure to borrowcalculation thereof, and such statement shall, absent manifest error, be final and conclusive and binding upon Borrower, the amount, if any, by which (i) any losses (excluding loss REIT and all Loan Parties). The agreements in this Section 2.17 shall survive the termination of anticipated profits), costs or expenses incurred by reason this Agreement and the payment of the liquidation or reemployment of deposits or Note and all other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsObligations.

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

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

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

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

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

Funding Losses. If The Company shall compensate the Borrower Lender, upon its written request to the Company (1) makes which request shall set forth the basis for requesting such amounts in reasonable detail and which request shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all of the parties hereto), for all losses, expenses and liabilities (including, without limitation, any payment interest paid by the Lender to lenders of principal with respect funds borrowed by it to any Loan on any day other than on a Quarterly Payment Datemake or carry its LIBOR Advances, (2) fails in either case to borrow any Loans after notice thereof has been given to any the extent not recoverable by the Lender in accordance connection with Section 2.2 a re- employment of such funds and not revoked as permitted in this Agreement including loss of anticipated profits, which the Lender may sustain): (i) if for any reason (other than a default by the Lender) a borrowing of, or conversion to or continuation of, LIBOR Advances to the Company does not occur on the date specified therefor in a Notice of Borrowing or Notice of Continuation/Conversion (whether or not withdrawn), (ii) if any repayment (including mandatory prepayments and any conversions) of any LIBOR Advances by the Company occurs on a date which is not the last day of an Interest Period applicable thereto, or (iii) if, for any reason, the Company defaults in its obligation to repay its LIBOR Advances when required by the terms of this Agreement, provided however, that the Company shall not be required to pay any penalty or fee for any losses, expenses and liabilities incurred by the Lender (i) as a result of Lender's determination that the making or continuance of a default LIBOR Advance has become unlawful by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any compliance by the Lender in accordance good faith with any applicable law, governmental rule, regulation, guideline or order as further described in Section 2.7 and not revoked as permitted in this Agreement2.22 hereto, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is Lender's determination that adequate and fair means do not made on such date exceed (ii) exist for ascertaining the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made applicable interest rate as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsdescribed in Section 2.21 hereto.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate each Lender Lender, upon such Lender's delivery of a written demand therefor to the Borrower, with a copy to the Agent (which demand shall set forth the basis for requesting such amounts and shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Eurodollar Loans), that such Lender sustains: (i) if for any reason (other funds acquired than a default by such Lender Lender) a Borrowing of, or conversion from or into, or a continuation of, Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not rescinded, cancelled or withdrawn or deemed rescinded, cancelled or withdrawn, pursuant to fund the Loan being repaid Section 2.15(a) or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment2.15(b) or otherwise), but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) if any prepayment or repayment (including, without limitation, payment after acceleration) or conversion of any of its Eurodollar Loans occurs on a date which is not the income, if any, received by such Lender from such Lender’s investment last day of the proceeds of such Interest Period applicable thereto, (iii) if any prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, its Eurodollar Loans is not made on such any date exceed specified in a notice of prepayment given by the Borrower, or (iiiv) as a consequence of any default by the income, if any, received Borrower in repaying its Eurodollar Loans or any other amounts owing hereunder in respect of its Eurodollar Loans when required by the terms of this Agreement. Calculation of all amounts payable to a Lender under this Section 2.16 shall be made on the assumption that such Lender has funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan with a maturity equivalent to the Interest Period applicable to such Eurodollar Loan, and through the transfer of such Eurodollar deposit from such Lender’s investment an offshore office of funds acquired by such Lender to a domestic office of such Lender in the United States of America, provided that each Lender may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the Loan to foregoing assumption shall only be made as part of such Borrowing and (II) shall constitute Increased Costs in order to calculate amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsunder this Section 2.16.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate each Lender Lender, upon such Lender's delivery of a written demand therefor to the Borrower, with a copy to the Agent (which demand shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for the all reasonable losses, expenses and liabilities (including, without limitation, any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Eurodollar Loans) that such Lender sustains or may sustain: (i) if for any reason (other funds acquired than a default by such Lender) a Borrowing of, or conversion from or into, or a continuation of, Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not rescinded, cancelled or withdrawn or deemed rescinded, cancelled or withdrawn, pursuant to SECTION 2.17(a) OR 2.17(b) or otherwise), (ii) if any repayment (including, without limitation, payment after acceleration) or conversion of any of its Eurodollar Loans occurs on a date which is not the last day of the Interest Period applicable thereto, (iii)if any prepayment of any of its Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower, or (iv) as a consequence of any default by the Borrower in repaying its Eurodollar Loans or any other amounts owing hereunder in respect of its Eurodollar Loans when required by the terms of this Agreement. Calculation of all amounts payable to a Lender under this SECTION 2.18 shall be made on the assumption that such Lender has funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan with a maturity equivalent to the Interest Period applicable to such Eurodollar Loan, and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America, provided that each Lender may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the Loan being repaid foregoing assumption shall only be made in order to calculate amounts payable under this SECTION 2.18. Such compensation may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or by reason not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a CP Lender’s inability failure to retire borrow, convert or continue, the source interest Period that would have commenced on the date of such failure) in each case at the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss applicable rate of anticipated profits) sustained by interest for such Lender exceed Loans provided for herein over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender from on such Lender’s investment of the proceeds of amount by placing such prepayment or (b) amount on deposit for a comparable period with leading banks in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsinterbank eurodollar market.

Funding Losses. If the Borrower (1) makes any payment Upon written demand of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender (with a copy to the Administrative Agent) from time to time, setting forth in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any reasonable detail the basis for calculating such eventcompensation, the Borrower Borrowers shall promptly compensate each such Lender for the loss, cost and expense attributable to hold such event. In the case of a Eurodollar Rate Loan, such Lender harmless from any loss, cost or expense (I) shall include incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan or pursuant to a conditional notice) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date or in the case amount notified by the Parent Borrower; (c) any failure by the Borrowers to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment of principal with respect to any Loan or drawing under any Letter of Credit (or interest due thereon) in a different currency from such Loan or Letter of Credit drawing; or (d) any mandatory assignment of such Lender’s Eurocurrency Rate Loans pursuant to Section 3.08 on any a day other than on a Quarterly Payment Datethe last day of the Interest Period for such Loans, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits or other from which such funds acquired were obtained (but excluding anticipated profits). The Borrowers shall also pay any customary administrative fees charged by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously in connection with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.foregoing. Section 3.08Section 3.07

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate each Lender -------------- Lender, upon such Lender's delivery of a written demand therefor to the Borrower, with a copy to the Agent (which demand shall set forth the basis for requesting such amounts and shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Eurodollar Loans), that such Lender sustains: (i) if for any reason (other funds acquired than a default by such Lender Lender) a Borrowing of, or conversion from or into, or a continuation of, Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not rescinded, cancelled or withdrawn or deemed rescinded, cancelled or withdrawn, pursuant to fund the Loan being repaid Section 2.16(a) or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment------------------ 2.16(b) or otherwise), but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) if any prepayment or repayment (including, without ------- limitation, payment after acceleration) or conversion of any of its Eurodollar Loans occurs on a date which is not the income, if any, received by such Lender from such Lender’s investment last day of the proceeds of such Interest Period applicable thereto, (iii) if any prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, its Eurodollar Loans is not made on such any date exceed specified in a notice of prepayment given by the Borrower, or (iiiv) as a consequence of any default by the income, if any, received Borrower in repaying its Eurodollar Loans or any other amounts owing hereunder in respect of its Eurodollar Loans when required by the terms of this Agreement. Calculation of all amounts payable to a Lender under this Section 2.17 shall be made on the ------------ assumption that such Lender has funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan with a maturity equivalent to the Interest Period applicable to such Eurodollar Loan, and through the transfer of such Eurodollar deposit from such Lender’s investment an offshore office of funds acquired by such Lender to a domestic office of such Lender in the United States of America, provided that each Lender may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the Loan to foregoing assumption shall only be made as part of such Borrowing and (II) shall constitute Increased Costs in order to calculate amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.under this Section 2.17. ------------

Funding Losses. If In the event that (i) the Borrower (1) -------------- makes any payment prepayment of any Loan (whether voluntary or mandatory) other than a prepayment made on any Interest Payment Date which is made after proper notice thereof is given in accordance with the terms hereof (it being understood and agreed that payments of principal with respect which become due and payable on a Maturity Date are not prepayments hereunder), (ii) the Borrower fails to make a borrowing after giving a notice requesting the same, or (iii) the Borrower fails to repay any Loan on the due date thereof or to prepay any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans Loan after notice thereof has been given to any the Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventthereof, the Borrower shall compensate each reimburse the Lender promptly after demand for any resulting loss or expense incurred by the Lender (or its affiliates), any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the lossperiod after any such payment or failure to borrow or prepay. Such loss shall include an amount equal to the excess, cost and expense attributable if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, for the period from the date of such prepayment or of such failure to borrow to the last day of such event. In Interest Period (or, in the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amountInterest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed over (ii) the income, if any, received amount of interest (as reasonably ---- determined by the Lender) that would have accrued to the Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate of the Lender from such Lender’s investment delivered to the Borrower setting forth in reasonable detail the calculation of funds acquired by such Lender to fund the Loan to be made as part amount of such Borrowing loss or expense shall be conclusive in the absence of manifest error. The obligations under this Section 2.13 shall survive the termination of this Agreement and (II) shall constitute Increased Costs the payment of the Loans and all other amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentshereunder.

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

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

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

Funding Losses. If the Borrower (1) makes any payment Without duplication of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such eventprovisions contained herein, the Borrower shall compensate indemnify each Lender Bank against any loss or reasonable expense which such Bank may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the Borrowing Date for any Borrowing hereunder the applicable conditions set forth in Article IV, (ii) any failure by the Borrower to borrow hereunder after a Borrowing Request pursuant to this Article II has been given, (iii) any failure by the Borrower to convert or continue a Borrowing hereunder after a Notice of Conversion or Continuation pursuant to this Article II has been given, (iv) any payment, prepayment, continuance or conversion of a Eurodollar Borrowing required or permitted by any other provision of this Credit Agreement including, without limitation, payments made due to the acceleration of the maturity of the Notes pursuant to Section 8.1, or otherwise made on a date other than the last day of the applicable Eurodollar Interest Period, (v) any default in the payment or prepayment of the principal amount of any Eurodollar Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise) including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Bank's Commitment Percentage of any Eurodollar Borrowing or any part thereof as a Eurodollar Borrowing. Such loss or reasonable expense shall include, without limitation, an amount equal to the excess, if any, as reasonably determined by such Bank of (i) its cost of obtaining the funds for its Commitment Percentage of the Eurodollar Borrowing being paid, prepaid or converted or not borrowed (based on the Eurodollar Rate applicable thereto) for the lossperiod from the date of such payment, cost and expense attributable prepayment, continuance or conversion or failure to borrow to the last day of the Eurodollar Interest Period for such event. In Eurodollar Loan (or, in the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by Eurodollar Interest Period for the Eurodollar Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have commenced on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from such Lender’s investment of funds acquired Bank) that would be realized by such Lender Bank in reemploying the funds so paid, prepaid, continued or converted or not borrowed for such period or Eurodollar Interest Period, as the case may be, provided that such Bank will use its reasonable efforts to fund the Loan to be made as part reemploy funds in investments of similar quality. A certificate of such Borrowing and Bank signed by an officer setting forth in reasonable detail any amount or amounts which such Bank is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower. The Borrower shall pay to such Bank the amount shown as due on any certificate within thirty (II30) Business Days after its receipt of the same. Notwithstanding the foregoing, in no event shall constitute Increased Costs payable by any Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate. Without prejudice to the survival of any other obligations of the Borrower on hereunder, the next Quarterly Payment Date pursuant to obligations of the Priority Borrower under this Section 2.15 shall survive the date of Paymentstermination of this Credit Agreement and the payment in full of the Obligations.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate each Lender Lender, upon such Lender's delivery of a written demand therefor to the Borrower, with a copy to the Agent (which demand shall set forth the basis for requesting such amounts and shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Eurodollar Loans), that such Lender sustains: (i) if for any reason (other funds acquired than a default by such Lender Lender) a Borrowing of, or conversion from or into, or a continuation of, Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not rescinded, cancelled or withdrawn or deemed rescinded, cancelled or withdrawn, pursuant to fund the Loan being repaid Section 2.16(a) or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment2.16(b) or otherwise), but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) if any prepayment or repayment (including, without limitation, payment after acceleration) or conversion of any of its Eurodollar Loans occurs on a date which is not the income, if any, received by such Lender from such Lender’s investment last day of the proceeds of such Interest Period applicable thereto, (iii) if any prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, its Eurodollar Loans is not made on such any date exceed specified in a notice of prepayment given by the Borrower, or (iiiv) as a consequence of any default by the income, if any, received Borrower in repaying its Eurodollar Loans or any other amounts owing hereunder in respect of its Eurodollar Loans when required by the terms of this Agreement. Calculation of all amounts payable to a Lender under this Section 2.17 shall be made on the assumption that such Lender has funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan with a maturity equivalent to the Interest Period applicable to such Eurodollar Loan, and through the transfer of such Eurodollar deposit from such Lender’s investment an offshore office of funds acquired by CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT such Lender to a domestic office of such Lender in the United States of America, PROVIDED that each Lender may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the Loan to foregoing assumption shall only be made as part of such Borrowing and (II) shall constitute Increased Costs in order to calculate amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsunder this Section 2.17.

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

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

Funding Losses. If The Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower (1) makes any payment in making a borrowing of, conversion into or continuation of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Eurodollar Revolving Loans after the Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a b) default by the Borrower in making any Lender) prepayment of or (3) fails to prepay any conversion from Eurodollar Revolving Loans after the Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in the provisions of this Agreement, then(c) the making of a prepayment of Eurodollar Revolving Loans on a day that is not the last day of an Interest Period with respect thereto or (d) any conversion of Eurodollar Revolving Loans to ABR Revolving Loans pursuant to Section 4.8 or Section 3.3(b)(ii) on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateinterest for such Revolving Loans provided for herein (excluding, however, the amountApplicable Margin included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender from on such Lender’s investment of the proceeds of amount by placing such prepayment or (b) amount on deposit for a comparable period with leading banks in the case of interbank eurodollar market. A certificate as to any failure amounts payable pursuant to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender this Section submitted to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on by any Lender shall be conclusive absent manifest error. This covenant shall survive the next Quarterly Payment Date pursuant to payment in full of all Obligations and the Priority termination of Paymentsall Revolving Commitments.

Funding Losses. If for any reason (a) any Borrowing, conversion or continuation of a LIBOR Revolver Loan does not occur on the Borrower date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (1whether or not withdrawn), (b) makes any payment repayment or conversion of principal with respect to any a LIBOR Revolver Loan occurs on any a day other than on a Quarterly Payment Datethe end of its Interest Period, (2c) fails Borrowers fail to borrow any Loans after notice thereof has been given repay a LIBOR Revolver Loan when required hereunder, or (d) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Revolver Loan prior to the end of its Interest Period pursuant to Section 13.4, then Borrowers shall pay to each Lender all losses, expenses and fees (other than loss of margin) arising from redeployment of funds or termination of match funding. For purposes of calculating amounts payable under this Section, a Lender shall be deemed to have funded a LIBOR Revolver Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and period, whether or not the Revolver Loan was in fact so funded. Such loss and expense to any Lender in accordance with Section 2.2 and shall be deemed to be the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such LIBOR Revolver Loan had such event not revoked as permitted in this Agreement occurred, at the LIBOR rate that would have been applicable to such LIBOR Revolver Loan but exclusive of the Applicable Margin relating thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, thenor, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate failure to borrow, convert or continue, for the period that would have been the Interest Period for such LIBOR Revolver Loan), such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received by amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender from such Lender’s investment of would bid were it to bid, at the proceeds commencement of such prepayment or (b) period, for Dollar deposits of a comparable amount and period from other banks in the case eurodollar market. A certificate of any failure to borrow, the amount, if any, by which (i) Lender setting forth any losses (excluding loss of anticipated profits), costs amount or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by amounts that such Lender is entitled to fund the Loan receive pursuant to this Section shall be made by delivered to Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as part of the Borrowing requested in due on any such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed certificate within thirty (ii30) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsdays after receipt thereof.

Funding Losses. If the Borrower (1i) makes any payment of principal with respect Eurodollar Rate Advance is repaid or converted to any Loan a Base Rate Advance on any day other than on the last day of an Interest Period for such Eurodollar Rate Advance (whether as a Quarterly Payment Dateresult of any optional prepayment, mandatory prepayment, payment upon acceleration, mandatory conversion or otherwise), (2ii) after giving the respective notice thereof, the Borrower fails to borrow any Loans after notice thereof has been given to any Lender Eurodollar Rate Advance in accordance with Section 2.2 and not revoked as permitted in this Agreement a Notice of Borrowing or a telephonic request delivered to the Agent (other than whether as a result of the failure to satisfy any applicable conditions or otherwise), (iii) any Base Rate Advance is not converted into a default Eurodollar Rate Advance or any Eurodollar Rate Advance is not continued as a Eurodollar Rate Advance in accordance with a Notice of Continuance/Conversion or telephonic request delivered to the Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), or (iv) the Borrower fails to make any prepayment in accordance with any notice of prepayment delivered to the Agent, the Borrower shall, upon demand by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any reimburse such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, all costs and expenses (including those losses incurred by reason such Lender as a result of the liquidation such repayment, prepayment or reemployment failure ("BREAKAGE COSTS"), including costs and losses incurred by a Lender as a result of deposits funding arrangements or other funds acquired contracts entered into by such Lender to fund Eurodollar Rate Advances. Breakage Costs shall be payable only if demanded within 90 days after the Loan being repaid or by reason of a CP Lender’s inability to retire the source end of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to applicable Interest Period and shall be due 30 days after demand. Demand shall be made by such Lender as part delivery to the Borrower and the Agent of a certificate of the Borrowing requested Lender making the demand, setting forth in such Notice reasonable detail the calculation of Borrowing when such Loanthe Breakage Costs for which demand is made. Such certificate shall, as a result in the absence of such failuremanifest error, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing conclusive and (II) shall constitute Increased Costs payable by the Borrower binding on the next Quarterly Payment Date pursuant to the Priority of PaymentsBorrower.

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

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateThe Borrowers shall indemnify, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 jointly and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreementseverally, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost against any loss or reasonable expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained which such Lender may sustain or incur as a consequence of (i) any failure by any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.06, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iii) any payment, prepayment or conversion of a Eurocurrency Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto, so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), (v) any redenomination of a Eurocurrency Loan denominated in an Alternative Currency to a Base Rate Loan in Dollars pursuant to Section 2.06(f) by reason of any difference between the applicable Exchange Rate used to effect such redenomination hereunder and the actual exchange rate used by such Lender exceed to effect such redenomination on its books at or about the time it receives notice of such redenomination hereunder, or (iivi) the incomeoccurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed (based on the applicable Eurocurrency Rate), for the period from the date of such Lender’s investment payment, prepayment, conversion or failure to borrow, convert or continue to the last day of the proceeds of Interest Period for such prepayment or Loan (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have commenced on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failurefailure to borrow, is not made on such date exceed convert or continue) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such Lender’s investment period or Interest Period, as the case may be. A certificate of funds acquired by any Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date receive pursuant to the Priority of Paymentsthis Section shall be delivered to Cxxxxxxxx and shall be conclusive absent manifest error.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost against any loss or reasonable expense (I) shall include (a) in the case of including any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by which such Lender exceed may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the incomeBorrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.08, so long as any such failure is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iii) any payment, prepayment or conversion of a Eurodollar Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto, so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), or (v) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, received as reasonably determined by such Lender Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed (based on the applicable Eurodollar Rate), for the period from the date of such Lender’s investment payment, prepayment, conversion or failure to borrow, convert or continue to the last day of the proceeds of Interest Period for such prepayment or Loan (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have commenced on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failurefailure to borrow, is not made on such date exceed convert or continue) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such Lender’s investment period or Interest Period, as the case may be. A certificate of funds acquired by any Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan receive pursuant to this Section 3.05 shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

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

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

Funding Losses. If Borrower shall indemnify the Agent and the Lenders against any loss or reasonable expense (such loss or expense is referred to herein as a "Funding Loss" such term including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or redeploying deposits from third parties acquired to effect or maintain such Borrowing or any part thereof as a Eurodollar Borrowing) which Lender may sustain or incur as a consequence of (i) any failure by Borrower (1) makes to fulfill on the date of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment DateBorrowing hereunder the applicable conditions set forth in Section 7, (2ii) fails any failure by Borrower to borrow any Loans hereunder or to convert Borrowings hereunder after notice thereof a Notice of Borrowing has been given to given, (iii) any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result payment, prepayment, or conversion of a default Eurodollar Borrowing required or permitted by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in other provisions of this Agreement, thenincluding, without limitation, payments made due to the acceleration of the maturity of the Borrowings pursuant to Section 11.2, or otherwise made on a date other than the last day of the applicable Interest Period, (iv) any default in the payment or prepayment of the principal amount of any Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or (v) the occurrence of an Event of Default. The term "Funding Loss" includes, without limitation, an amount equal to the excess, if any, as determined by such Lender of (A) its cost of obtaining the funds for the Borrowing being paid, prepaid or converted or not borrowed or converted (based on the Adjusted Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment or conversion or failure to borrow or convert to the last day of the 22 28 Interest Period for such Borrowing (or, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost failure to borrow or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateconvert, the amount, if any, by Interest Period for the Borrowing which would have commenced on the date of such failure to borrow or convert) over (iB) the reasonable and documented losses, costs and expenses amount of interest (including those incurred as estimated by reason of the liquidation or reemployment of deposits or other funds acquired such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or converted or not borrowed or converted for such period or Interest Period, as the case may be. A certificate of Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan being repaid or by reason of receive pursuant to this Section 2.16(e), together with a CP Lender’s inability to retire the source description in reasonable detail of the Borrowing being prepaid simultaneously with the prepaymentmanner in which such amounts have been calculated, but excluding in any event the loss of anticipated profits) sustained by shall be delivered to Borrower and shall be conclusive, absent manifest error. Borrower shall pay to such Lender exceed the amount shown as due on any certificate within five (ii5) the income, if any, received by such Lender from such Lender’s investment Business Days after its receipt of the proceeds same. Notwithstanding the foregoing, in no event shall Lender be permitted to receive any compensation hereunder constituting interest in excess of such prepayment or (b) in the case Maximum Rate. Without prejudice to the survival of any failure to borrowother obligations of Borrower hereunder, the amount, if any, by which (iobligations of Borrower under this Section 2.16(e) any losses (excluding loss shall survive the termination of anticipated profits), costs or expenses incurred by reason this Agreement and/or the payment of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of PaymentsNotes.

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

Funding Losses. If the Borrower (1) makes any payment Upon demand of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance (with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lendercopy to the Administrative Agent) or (3) fails from time to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreementtime, then, in any such event, the Parent Borrower shall promptly compensate each (or cause the applicable Borrower to compensate) such Lender for the loss, cost and expense attributable to hold such event. In the case of a Eurodollar Rate Loan, such Lender harmless from any loss, cost or expense (I) shall include incurred by it as a result of: (a) in the case any continuation, conversion, payment or prepayment of any payment of principal with respect to any Term SOFR Loan, Eurocurrency Rate Loan or other Alternative Currency Loan, in each case, on any a day other than the last day of the Interest Period or any applicable tenor for such Loan; (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base Rate Loan) on the date or in the amount notified by Parent Borrower or other applicable Borrower; or (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a Quarterly Payment Date, the amount, if any, by which (i) the reasonable different currency; including any foreign exchange losses and documented losses, costs and expenses (including those incurred by reason of any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. For purposes of calculating amounts payable by any Borrower to the Lenders under this Section 3.04, each Lender shall be deemed to have funded each Eurocurrency Rate Loan or Alternative Currency Term Rate Loan made by it at the Eurocurrency Rate or Alternative Currency Term Rate, as applicable, for such Loan by a matching deposit or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) borrowing in the case of Londonsuch offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan or Alternative Currency Term Rate Loan was in fact so funded. Notwithstanding the foregoing, in connection with any failure Incremental Term Loans, parties thereto shall endeavor to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender adjust Interest Periods thereon to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs minimize amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.under this Section with respect thereto. Section 3.05

Funding Losses. If The Borrower agrees to compensate each Bank for any loss or expense which such Bank may sustain or incur as a consequence of (a) default by the Borrower (1) makes any in payment or prepayment when due of the principal with respect to any Loan amount of or interest on any day other than on a Quarterly Payment DateEurodollar Loan, (2b) fails to borrow any default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice thereof has been given to any Lender requesting the same in accordance with Section 2.2 and not revoked as permitted in the provisions of this Agreement Agreement, (other than as a result of a c) default by the Borrower in making any Lender) or (3) fails to prepay any Loans prepayment after the Borrower has given a notice thereof has been given to any Lender in accordance with Section 2.7 and the provisions of this Agreement or (d) the making of a prepayment or conversion of Eurodollar Loans on a day which is not revoked as permitted in this Agreementthe last day of an Interest Period with respect thereto, thenincluding, without limitation, in each case, any such eventloss (including, without limitation, loss of margin) or expense arising from the Borrower shall compensate each Lender reemployment of funds obtained by it or from amounts payable by such Bank to lenders of funds obtained by it in order to make or maintain such Loans. Such compensation may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid or converted, or not so borrowed, converted or continued, for the lossperiod from the date of such prepayment or conversion or of such failure to borrow, cost and expense attributable convert or continue to the last day of such event. In Interest Period (or, in the case of a Eurodollar Rate Loanfailure to borrow, convert or continue, the Interest Period that would have commenced on the date of such loss, cost or expense (I) shall include (afailure) in each case at the case applicable rate of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Dateinterest for such Loans provided for herein, including the amountLIBOR Applicable Margin included therein, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender from Bank) which would have accrued to such Lender’s investment Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. This covenant shall survive the termination of this Agreement and the payment of the proceeds Loans and all other amounts payable hereunder. When claiming under this Section 2.13, the claiming Bank shall provide to the Borrower a statement, signed by an officer of such prepayment Bank, explaining the amount of any such loss or expense (b) including the calculation of such amount), which statement shall, in the case absence of any failure to borrowmanifest error, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant conclusive with respect to the Priority of Paymentsparties hereto.

Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the The Borrower shall compensate each Lender Lender, upon such Lender's delivery of a written demand therefor to the Borrower, with a copy to the Agent (which demand shall set forth the basis for requesting such amounts and shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Eurodollar Loans), that such Lender sustains: (i) if for any reason (other funds acquired than a default by such Lender Lender) a Borrowing of, or conversion from or into, or a continuation of, Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not rescinded, cancelled or withdrawn or deemed rescinded, cancelled or withdrawn, pursuant to fund the Loan being repaid Section 2.16(a) or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment2.16(b) or otherwise), but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) if any prepayment or repayment (including, without limitation, payment after acceleration) or conversion of any of its Eurodollar Loans occurs on a date which is not the income, if any, received by such Lender from such Lender’s investment last day of the proceeds of such Interest Period applicable thereto, (iii) if any prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, its Eurodollar Loans is not made on such any date exceed specified in a notice of prepayment given by the Borrower, or (iiiv) as a consequence of any default by the income, if any, received Borrower in repaying its Eurodollar Loans or any other amounts owing hereunder in respect of its Eurodollar Loans when required by the terms of this Agreement. Calculation of all amounts payable to a Lender under this Section 2.17 shall be made on the assumption that such Lender has funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan with a maturity equivalent to the Interest Period applicable to such Eurodollar Loan, and through the transfer of such Eurodollar deposit from such Lender’s investment an offshore office of funds acquired by such Lender to a domestic office of such Lender in the United States of America, PROVIDED that each Lender may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the Loan to foregoing assumption shall only be made as part of such Borrowing and (II) shall constitute Increased Costs in order to calculate amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsunder this Section 2.17.

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

Funding Losses. If The Borrower shall indemnify each Lender against any loss or expense (but excluding in any event loss of anticipated profit) which such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV or Section 2.01(d), as applicable, (1ii) makes any payment failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of principal with respect such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.01(d), 2.02 or 2.07, (iii) any payment, prepayment or conversion of a Eurodollar Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto, or (iv) the assignment of any Eurodollar Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than the last day of the Interest Period applicable thereto as a result of a default request by any Lender) or (3) fails the Borrower pursuant to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement2.10(d), thenincluding, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of Loan or any part thereof as a Eurodollar Rate Loan, such loss, cost . Such loss or reasonable expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) shall include an amount equal to the incomeexcess, if any, received as reasonably determined by such Lender Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted, not borrowed or assigned (based on the applicable London Interbank Offered Rate), for the period from the date of such Lender’s investment payment, prepayment, conversion, failure to borrow, convert or continue to the last day of the proceeds of Interest Period for such prepayment or Loan (b) or, in the case of any a failure to borrow, the amount, if any, by Interest Period for such Loan which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of would have commenced on the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result date of such failurefailure to borrow, is not made on such date exceed convert or continue) or assignment over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid, converted, not borrowed, converted or continued for such Lender’s investment period or Interest Period or assignment, as the case may be. A certificate of funds acquired by any Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan receive pursuant to this Section 3.05 shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

Funding Losses. If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the Borrower date specified therefore in a Notice of Borrowing or Notice of Conversion/Continuation (1whether or not withdrawn), (b) makes any payment repayment or conversion of principal with respect to any a LIBOR Loan occurs on any a day other than on a Quarterly Payment Datethe end of its Interest Period, (2c) fails Borrowers fail to borrow any Loans after notice thereof has been given to any repay a LIBOR Loan when required hereunder, or (d) a Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Defaulting Lender) or (3) fails is required to prepay any Loans after notice thereof has been given assign a LIBOR Loan prior to any Lender in accordance with the end of its Interest Period pursuant to Section 2.7 and not revoked as permitted in this Agreement13.4, then, in any such event, the Borrower shall Borrowers shall, jointly and severally, compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (Ii) shall include the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at LIBOR that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefore (a) or, in the case of any payment of principal with respect a failure to any Loan on any day other than on a Quarterly Payment Dateborrow, convert or continue, for the amountperiod that would have been the Interest Period for such Loan), if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed over (ii) the income, if any, received by amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender from such Lender’s investment of would bid were it to bid, at the proceeds commencement of such prepayment or (b) period, for dollar deposits of a comparable amount and period from other banks in the case LIBOR market. A certificate of any failure to borrow, the amount, if any, by which (i) Lender setting forth in reasonable detail any losses (excluding loss of anticipated profits), costs amount or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by amounts that such Lender is entitled to fund the Loan receive pursuant to this Section 3.9 shall be made by delivered to Borrowers (with a copy to Agent) and shall be conclusive and binding absent manifest error. Borrowers shall pay, jointly and severally, such Lender the amount shown as part of the Borrowing requested in due on any such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentscertificate within 5 days after receipt thereof.

Funding Losses. If the Borrower (1) makes any payment Without duplication of principal with respect to any Loan on any day other than on a Quarterly Payment Dateprovisions contained herein, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in any such event, the Borrower shall compensate indemnify each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such loss, cost or expense (I) shall include (a) in the case of against any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits)) or reasonable expense which such Lender may sustain or incur as a consequence of (a) any failure by Borrower to fulfill on the Borrowing Date for any Borrowing hereunder the applicable conditions set forth in Article III, costs (b) any failure by Borrower to borrow hereunder after a Borrowing Request pursuant to this Article II has been given, (c) any failure by Borrower to convert or expenses incurred continue a Borrowing hereunder after a Notice of Conversion or Continuation pursuant to this Article II has been given, (d) any payment, prepayment, continuance, or conversion of a Eurodollar Rate Borrowing required or permitted by reason any other provision of this Credit Agreement including, without limitation, payments made due to the acceleration of the liquidation maturity of the Obligations pursuant to Section 7.01, or reemployment otherwise made on a date other than the last day of the applicable Interest Period, or (e) any default in the payment or prepayment of the principal amount of any Eurodollar Rate Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise) including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or other funds acquired maintain such Lender's Commitment Percentage of any Eurodollar Rate Borrowing or any part thereof as a Eurodollar Rate Borrowing. Such loss or reasonable expense shall include, without limitation, an amount equal to the excess, if any, as reasonably determined by such Lender to fund of (i) its cost of obtaining the Loan to be made by such Lender as part funds for its Commitment Percentage of the Eurodollar Rate Borrowing requested being paid, prepaid or converted or not borrowed (based on the Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment, continuance or conversion or failure to borrow to the last day of the Interest Period for such Eurodollar Rate Loan (or, in such Notice the case of Borrowing when such a failure to borrow, the Interest Period for the Eurodollar Rate Loan, as a result the case may be, which would have commenced on the date of such failure, is not made on such date exceed failure to borrow) over (ii) the income, if any, received amount of interest (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid, continued or converted or not borrowed for such Lender’s investment of funds acquired by period or Interest Period, as the case may be, provided that such Lender will use its best efforts to fund the Loan to be made as part reemploy funds in investments of similar quality. A certificate of such Borrowing and (II) shall constitute Increased Costs payable Lender signed by the Borrower on the next Quarterly Payment Date an officer setting forth in reasonable detail any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.17 shall be delivered to Borrower, and Borrower shall pay to such Lender the Priority amount shown as due on any certificate within 30 Business Days after its receipt of Paymentsthe same. Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate. Without prejudice to the survival of any other obligations of Borrower hereunder, the obligations of Borrower under this Section 2.17 shall survive the date of termination of this Credit Agreement and the payment in full of the Obligations for a period of 60 days.

Funding Losses. If (a) Upon demand of any Lender (with a copy to the Paying Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (i) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (ii) any failure by the Borrower (1for a reason other than the failure of such Lender to make a Loan) makes any payment of principal with respect to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on any the date or in the amount notified by the Borrower; or (iii)any assignment of a Eurocurrency Rate Loan on a day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than the last day of the Interest Period therefor as a result of a default request by the Borrower pursuant to Section 10.16; excluding any Lender) loss of anticipated profits but including any loss or (3) fails expense arising from the liquidation or reemployment of funds obtained by it to prepay maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any Loans after notice thereof has been given to any customary administrative fees charged by such Lender in accordance connection with the foregoing. (b) In addition to the rights of the Lenders set forth in Section 2.7 and not revoked as permitted in this Agreement3.05(a), thenat any time on or prior to the 180th day following the Funding Date, in any such eventupon demand of the Paying Agent, from time to time, the Borrower shall promptly compensate each Lender the Paying Agent for and hold the loss, cost and expense attributable to such event. In the case of a Eurodollar Rate Loan, such Paying Agent harmless from any loss, cost or expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, it as a result of such failure, is not made any assignment of a Eurodollar Rate Loan on such date exceed a day other than the last day of the Interest Period therefor as a result of the syndication of the Facilities. (iic) the income, if any, received by such Lender from such Lender’s investment For purposes of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing and (II) shall constitute Increased Costs calculating amounts payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.Lenders or the Paying Agent under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurocurrency market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. 3.06

Funding Losses. If The Borrower shall indemnify each Lender against any loss or expense (but excluding in any event loss of anticipated profit) which such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, (1ii) makes any payment failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of principal with respect such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.07, (iii) any payment, prepayment or conversion of a Eurocurrency Loan, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto, or (iv) the assignment of any Eurocurrency Loan on any day other than on a Quarterly Payment Date, (2) fails to borrow any Loans after notice thereof has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than the last day of the Interest Period applicable thereto as a result of a default request by any Lender) or (3) fails the Borrower pursuant to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement2.10(d), thenincluding, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventLoan or any part thereof as a Eurocurrency Loan. In the case of a Eurodollar Rate Loan, such loss, cost Such loss or reasonable expense (I) shall include (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid or by reason of a CP Lender’s inability to retire the source of the Borrowing being prepaid simultaneously with the prepayment, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) shall include an amount equal to the incomeexcess, if any, received as reasonably determined by such Lender Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted, not borrowed, redenominated or assigned (based on the applicable Eurocurrency Rate), for the period from the date of such Lender’s investment payment, prepayment, conversion, failure to borrow, convert or continue to the last day of the proceeds of Interest Period for such prepayment or Loan (b) or, in the case of any a failure to borrow, the amountInterest Period for such Loan which would have commenced on the date of such failure to borrow, if any, by which (i) any losses (excluding loss of anticipated profitsconvert or continue), costs redenomination or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed assignment over (ii) the income, if any, received amount of interest at the then current Eurocurrency Rate (as reasonably determined by such Lender) that would be realized by such Lender from in reemploying the funds so paid, prepaid, converted, not borrowed, converted or continued for such Lender’s investment period or Interest Period, redenomination or assignment, as the case may be. A certificate of funds acquired by any Lender setting forth any amount or amounts which such Lender is entitled to fund the Loan receive pursuant to this Section 3.05 shall be made as part of such Borrowing and (II) shall constitute Increased Costs payable by delivered to the Borrower on the next Quarterly Payment Date pursuant to the Priority of Paymentsand shall be conclusive absent manifest error.

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