Common use of Funding Losses Clause in Contracts

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

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

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

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

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

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against If for any loss, cost, reason (other than due to a default by a Lender or expense incurred by any Agent or any Lender as a result of a 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 (awhether or not withdrawn), or if any repayment (including any conversions pursuant to Section 2.1.2 hereof) the payment of any principal of any its LIBOR Rate Loan other than Loans occurs on a date that is not the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (c) if for any reason Borrowers default in their obligation to repay LIBOR Loans when required by the failure terms of this Agreement, then Borrowers shall jointly and severally pay to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoAgent, for the period from ratable benefit of the date affected Lenders, 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 to the LIBOR Loan unborrowed or prepaid T = effective interest rate per annum at which any readily marketable bond or other obligations of such event to the United States, selected at Agent’s sole discretion, maturing on or nearest the last day of the then current applicable or requested Interest Period therefor (orfor such LIBOR Loan and in approximately the same amount as such LIBOR Loan, in can be purchased by Agent on the case day of a such payment of principal or failure to borrow, convert borrow P = the amount of principal paid or continue, for the period that would amount of the LIBOR Loan requested or to have been continued or converted D = the number of days remaining in the Interest Period therefor), minus (ii) as of the date of such prepayment or the number of days in the requested Interest Period Borrowers shall pay such amount upon presentation by Agent of a statement setting forth the amount of interest that would accrue on such principal amount for such period at the interest rate and Agent’s calculation thereof pursuant hereto, which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 statement shall be conclusive 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 bank holding company or bank parent of such Lender.

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

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate LIBO Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate LIBO Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate LIBO Loan on the date specified in any Notice of Borrowing or LIBOR Notice notice delivered pursuant hereto or (d) the assignment of any LIBO Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04 (Obligation to Mitigate), then, in any such lossesevent, coststhe Borrower shall compensate each Senior Lender for the loss, cost and expensesexpense attributable to such event. Such loss, collectively, “Funding Losses”). Funding Losses shall, with respect cost or expense to any Agent or any Lender, Senior Lender shall be deemed to equal be the amount reasonably determined by the Senior Facility Agent (based upon the information delivered to it by such Agent or such Lender Senior Lender) to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a LIBO Loan, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Senior Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in Dollars of a comparable amount and period from other banks in the London interbank LIBOR market. A certificate of an To claim any amount under this Section 5.05, the Senior Facility Agent or a Lender delivered shall promptly deliver to the Administrative Borrower a certificate setting forth in reasonable detail any amount or amounts that such Agent or such the applicable Senior Lender is entitled to receive pursuant to this Section 2.08 5.05 (including calculations, in reasonable detail, showing how the Senior Facility Agent computed such amount or amounts), which certificate shall be conclusive absent manifest error.based upon the information delivered to the Senior Facility Agent by such Senior Lender. The Borrower shall pay to the Senior Facility Agent for the benefit of the applicable Senior Lender the amount due and payable and set forth on any such certificate within thirty (30) days after receipt thereof. 50

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

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers event any Lender shall indemnify, defend, and hold the Agents and the Lenders harmless against reasonably incur any loss, cost, loss or expense (including any loss or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day reason of the Interest Period applicable thereto (including as a result liquidation or reemployment of a Default deposits or an Event of Default), or (c) the failure other funds acquired by such Lender to borrow, convertmake, continue or prepay maintain any LIBOR portion of the principal amount of any Revolving Loan as, or to convert any portion of the principal amount of any Revolving Loan into, a LIBO Rate Loan on the date specified in Loan, or any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect loss attributable to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the prepayment in excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period so prepaid from the date of such event payment to the last day of the then then-current Interest Period therefor (orif the interest rate payable on such deposit were equal to the Reserve Adjusted LIBO Rate for such Interest Period, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus over (ii) the amount of interest that such Lender would accrue earn for such period on an amount equal to such principal payment if such Lender were to invest such amount for such period at the interest rate which such Agent or that would be bid by such Lender would be offered were it to be offered, (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period) 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, Dollar deposits whether pursuant to Section 3.2 or otherwise, or (b) any Revolving Loans not being made or continued as, or converted into, LIBO Rate Loans as a result of a comparable amount and period in withdrawn or revoked Borrowing Request or Continuation/Conversion Notice or for any other reason (other than a default by such Lender or the London interbank market. A certificate Administrative Agent), then, upon the written notice of an Agent or such Lender to the Borrower (with a Lender delivered copy to the Administrative Agent), the Borrower setting forth shall, promptly after its receipt thereof and prior to the expiration of the applicable Interest Period, pay to the Administrative Agent for the account of such Lender such amounts required to compensate such Lender for any amount additional losses, costs or amounts expenses that such Agent Lender may reasonably incur as a result of such payment, failure to convert or failure to continue, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender is entitled to receive pursuant to this Section 2.08 fund or maintain such LIBO Rate Loan. Such written notice (which shall set forth in reasonable detail the basis for requesting such amount and include calculations in reasonable detail in support thereof) shall, in the absence of clearly demonstrable error, be conclusive absent manifest errorand binding on the Borrower. “Reserve Adjusted LIBO Rate” shall mean the rate per annum calculated as of the first day of such Interest Period in accordance with the following formula: LIBO Rate over (1-LIBO Reserve Percentage). “LIBO Reserve Percentage” shall mean with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments) which is actually imposed on a Lender under Regulation D on eurocurrency liabilities.

Funding Losses. In connection with US Borrower (and the appropriate Foreign Borrower) agrees to indemnify each LIBOR Rate LoanLender, the Borrowers shall indemnify, defendpromptly after receipt of a written request therefor, and to hold the Agents and the Lenders each Lender harmless against from, any loss, cost, loss or expense incurred by any Agent that such Lender may sustain or any Lender incur as a result consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the payment same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any principal prepayment of any or conversion from LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan other than on a day that is not the last day of an Interest Period applicable thereto thereto, (including as a result d) any conversion of a Default or an Event of Default or any mandatory prepayment required pursuant Eurodollar Loan to Section 2.05(c)), (b) the conversion of any LIBOR a Base Rate Loan other than on a day that is not the last day of the an Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (ce) the failure any compulsory assignment of such Lender’s interests, rights and obligations under this Agreement pursuant to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified Section 11.3(c) hereof. Such indemnification shall be in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect an amount equal to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event amounts so prepaid, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or of such failure to borrow, convert or continue to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, minus however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate of an Agent or a Lender delivered as to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive payable pursuant to this Section 2.08 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 Loans and all other amounts payable hereunder.

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

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

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

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defendUS Borrower, and any appropriate Canadian Borrower to the extent such activity involves a CAD Fixed Rate Loan made to such Canadian Borrower, agree to indemnify each Lender, promptly after receipt of a written request therefor, and to hold the Agents and the Lenders each Lender harmless against from, any loss, cost, properly documented loss or expense incurred by any Agent that such Lender may sustain or any Lender incur as a result consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Fixed Rate Loans after such Borrower has given a notice requesting the payment same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any principal prepayment of any LIBOR or conversion from Fixed Rate Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Fixed Rate Loan other than on a day that is not the last day of an Interest Period applicable thereto thereto, (including as a result d) the making of a Default prepayment of a Swing Loan on a day that is not the Swing Loan Maturity Date applicable thereto, or an Event (e) any conversion of Default a Fixed Rate Loan to a Base Rate Loan or any mandatory prepayment required CAD Base Rate Loan pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than 3.4 hereof on a day that is not the last day of the an Interest Period applicable thereto (including as a result of a Default or thereto. Such indemnification shall be in an Event of Default), or (c) the failure amount equal to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event amounts so prepaid, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or of such failure to borrow, convert or continue to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) or the applicable Swing Loan Maturity Date in each case at the applicable rate of interest for such Loans provided for herein (excluding, minus however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the appropriate London interbank market (or Canadian market, if applicable), along with any administration fee charged by such Lender. A certificate of an Agent or a Lender delivered as to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive payable pursuant to this Section 2.08 3.3 submitted to US Borrower (with a copy to Agent) by any Lender, together with a reasonably detailed calculation and description of such amounts shall be conclusive absent manifest errorrebuttably presumptive evidence of the amounts so payable. The obligations of Borrowers 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.

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

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

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

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

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against If for any loss, cost, or expense incurred by any Agent or any Lender as a result of reason (a) the payment any Borrowing, conversion or continuation of any principal of any a LIBOR Rate Revolver Loan other than does not occur on the last day date specified therefor in a Notice of an Interest Period applicable thereto Borrowing or Notice of Conversion/Continuation (including as a result of a Default whether or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)not withdrawn), (b) the any repayment or conversion of any a LIBOR Rate Revolver Loan (other than the LIBOR Revolver Loans made on the last Second Amendment Effectiveness Date) occurs on a day other than the end of the its Interest Period applicable thereto Period, (including as c) Borrowers fail to repay a result of a Default or an Event of Default)LIBOR Revolver Loan when required hereunder, or (cd) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Revolver Loan prior to the failure end of its Interest Period pursuant to borrowSection 13.4, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such then Borrowers shall pay to each Lender all losses, costsexpenses 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, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, a Lender shall be deemed to equal 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 shall be deemed to be the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Revolver Loan had such event not occurred, at the LIBOR Rate 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 (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period thereforfor such LIBOR Revolver Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered bid were it to be offeredbid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the London interbank eurodollar market. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

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

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

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against If any loss, cost, or expense incurred by Borrower makes any Agent or any Lender as a result of (a) the payment of principal with respect to any principal of Eurocurrency Rate Advance (pursuant to Article 2, 6 or 8 or otherwise) on any LIBOR Rate Loan day other than on the last day of an the Interest Period applicable thereto (including as a result of a Default thereto, or an Event of Default if any Borrower fails to borrow, prepay, or Convert into any Eurocurrency Rate Advances after notice has been given to any Lender in accordance with Section 2.1 or 2.10, or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of Borrower Converts any LIBOR Eurocurrency Rate Loan Advance other than on the last day of the Interest Period applicable thereto thereto, such Borrower shall reimburse each Lender within 15 days after demand for any resulting loss or expense incurred by it (including as a result of a Default or by an Event of Defaultexisting or prospective Participant in the related Advance), including (without limitation) any loss incurred in obtaining, liquidating or (c) employing deposits from third parties, but excluding loss of margin for the period after any such payment, failure to borrow, convertprepay or Convert or Conversion, continue or prepay any LIBOR Rate Loan on provided that such Lender shall have delivered to the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect applicable Borrower a written request as to any Agent or any Lender, be deemed to equal the amount reasonably determined by of such Agent loss or expense, which written request shall be conclusive in the absence of manifest error. Without limiting the effect of the preceding sentence, such Lender compensation shall include an amount equal to be the excess, if any, of (i) the amount of interest that otherwise would have accrued on the principal amount of such LIBOR Rate Loan had such event so paid, prepaid, Converted or not occurred, at the LIBOR Rate that would have been applicable thereto, borrowed or Converted for the period from the date of such event payment, prepayment, failure to borrow or Convert, or Conversion to the last day of the then current Interest Period therefor for such Advance (or, in the case of a failure to borrow, convert or continue, the Interest Period for the period such Advance that would have been commenced on the Interest Period therefor), minus date specified for such borrowing or Conversion) at the applicable rate of interest for such Advance provided for herein (excluding loss of margin) over (ii) the amount of interest that otherwise would accrue have accrued on such principal amount for such period at a rate per annum equal to the interest rate which such Agent or component of the amount such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period have bid in the London interbank market. A market (if such Advance is a Eurocurrency Rate Advance) or the United States secondary certificate of an Agent or deposit market (if such Advance is a Eurocurrency Rate Advance denominated in US Dollars) for US 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 delivered to in respect of the Administrative Borrower setting forth any amount or amounts principal portion of the purchase price of Advances that such Agent or such Lender is entitled required to receive assign pursuant to this Section 2.08 shall be conclusive absent manifest error8.5 as if such receipt were a prepayment of such Advances.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against If for any loss, cost, or expense incurred reason (other than default by any Agent or any Lender as a result of Lender) (a) the payment of any principal of any Borrowing of, or conversion to or continuation of, a LIBOR Rate Loan other than does not occur on the last day date specified therefor in a Notice of an Interest Period applicable thereto Borrowing or Notice of Conversion/Continuation (including as a result of a Default whether or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)not withdrawn), (b) the any repayment or conversion of any a LIBOR Rate Loan occurs on a day other than on the last day end of the its Interest Period applicable thereto Period, (including as c) Borrowers fail to repay a result of a Default or an Event of Default)LIBOR Loan when required hereunder, or (cd) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Loan prior to the failure end of its Interest Period pursuant to borrowSection 13.4, convertthen, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such lossesevent, costs, and expenses, collectively, “Funding Losses”). Funding Losses Borrowers shall, with respect jointly and severally, compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBOR Loan, such loss, cost or expense to any Agent or any Lender, Lender shall be deemed to equal the include an amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for dollar deposits of a comparable amount and period from other banks in the London interbank LIBOR market. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth in reasonable detail any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 3.9 shall be 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 due on any such certificate within 5 days after receipt thereof.

Funding Losses. In connection with US Borrower (and the appropriate Foreign Borrower) agrees to indemnify each LIBOR Rate LoanLender, the Borrowers shall indemnify, defendpromptly after receipt of a written request therefor, and to hold the Agents and the Lenders each Lender harmless against from, any loss, cost, loss or expense incurred by any Agent that such Lender may sustain or any Lender incur as a result consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the payment same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any principal prepayment of any or conversion from LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan other than on a day that is not the last day of an Interest Period applicable thereto thereto, (including as a result d) any conversion of a Default or an Event of Default or any mandatory prepayment required pursuant Eurodollar Loan to Section 2.05(c)), (b) the conversion of any LIBOR a Base Rate Loan other than on a day that is not the last day of the an Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (ce) the failure any compulsory assignment of such Lender’s interests, rights and obligations under this Agreement pursuant to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified Section 11.3(c3.4(b) hereof. Such indemnification shall be in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect an amount equal to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event amounts so prepaid, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or of such failure to borrow, convert or continue to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, minus however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate of an Agent or a Lender delivered as to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive payable pursuant to this Section 2.08 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 Loans and all other amounts payable hereunder.

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

Funding Losses. In connection with The Borrower shall pay to each LIBOR Rate LoanBank, the Borrowers shall indemnifywithin five Business Days after any request therefor, defend, and hold the Agents and the Lenders harmless against such amount or amounts as such Bank determines are necessary to compensate it for any loss, cost, cost or reasonable expense (but not including loss of anticipated profits) incurred by any Agent or any Lender it as a result of (a) the payment any payment, prepayment or conversion of any principal of any LIBOR a Eurodollar Rate Loan or Eurodollar Rate Drawing on a date other than on the last day of an Interest Period applicable thereto (including as a result of a Default therefor or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR a Eurodollar Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)Eurodollar Rate Drawing for any reason not being made or converted, or (c) the failure to borrowany payment of principal thereof or interest thereon not being made, convert, continue or prepay any LIBOR Rate Loan on the date specified therefor determined in any Notice accordance with the applicable provisions of Borrowing or LIBOR Notice delivered pursuant hereto (this Agreement. At the election of such losses, costsBank, and expenseswithout limiting the generality of the foregoing, collectivelybut without duplication, “Funding Losses”). Funding Losses shall, with respect such compensation on account of losses may include an amount equal to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, excess of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period received from the date of such event Borrower under this Agreement on any amounts to the last day of the then current be reemployed during an Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus its remaining portion over (ii) the interest component of the return that such Bank determines it could have obtained had it placed such amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period deposit in the London interbank marketDollar market selected by it for a period equal to such Interest Period or its remaining portion. A certificate of an Agent or a Lender delivered If, pursuant to the Administrative Depositary Agreement, the Borrower setting forth is not permitted to pay any amount or such amounts to any Bank on the date that such Agent or such Lender payment is entitled to receive due and payable pursuant to the first sentence of this Section 2.08 9.04, the Borrower shall be conclusive absent manifest errorpay such amounts to such Bank on the first date thereafter (but in no event later than the next-scheduled Rent Payment Date) that the Borrower is permitted to pay such amounts, provided, that, in such case, all such amounts shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin from such due date until paid in full, payable to such Bank on the date that such amounts are paid.

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

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

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

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

Funding Losses. In connection with Borrower agrees to indemnify each LIBOR Rate LoanLender, the Borrowers shall indemnifypromptly after receipt of a written, defendreasonably detailed certification and request therefor, and to hold the Agents and the Lenders each Lender harmless against from, any loss, cost, loss or expense incurred by any Agent that such Lender may sustain or any Lender incur as a result consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after Borrower has given a notice requesting the payment same in accordance with the provisions of this Agreement, (b) default by Borrower in making any principal prepayment of any LIBOR Rate or conversion from Eurodollar Loans after Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurodollar Loan other than on a day that is not the last day of an Interest Period applicable thereto thereto, or (including as a result d) any conversion of a Default or an Event of Default or any mandatory prepayment required Eurodollar Loan to a Base Rate Loan pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than 2.6 hereof on a day that is not the last day of the an Interest Period applicable thereto (including as a result of a Default or thereto. Such indemnification shall be in an Event of Default), or (c) the failure amount equal to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event amounts so prepaid, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or of such failure to borrow, convert or continue to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) at the applicable rate of interest for such Loans provided for herein (excluding, minus however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate of an Agent or a Lender delivered as to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive payable pursuant to this Section 2.08 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 later, such Lender having knowledge of such event.

Funding Losses. In connection with US Borrower (and the appropriate Foreign Borrower) agrees to indemnify each LIBOR Rate LoanLender, the Borrowers shall indemnify, defendpromptly after receipt of a written request therefor, and to hold the Agents and the Lenders each Lender harmless against from, any loss, cost, loss or expense incurred by any Agent that such Lender may sustain or any Lender incur as a result consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the payment same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any principal prepayment of any or conversion from LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan other than on a day that is not the last day of an Interest Period applicable thereto thereto, (including as a result d) any conversion of a Default or an Event of Default or any mandatory prepayment required pursuant Eurodollar Loan to Section 2.05(c)), (b) the conversion of any LIBOR a Base Rate Loan other than on a day that is not the last day of the an Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (ce) the failure any compulsory assignment of such Lender’s interests, rights and obligations under this Agreement pursuant to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified Section 3.4(b) hereof. Such indemnification shall be in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect an amount equal to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event amounts so prepaid, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or of such failure to borrow, convert or continue to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, minus however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate of an Agent or a Lender delivered as to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive payable pursuant to this Section 2.08 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 Loans and all other amounts payable hereunder.

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

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

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

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

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

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

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

Funding Losses. In connection with each LIBOR Rate LoanDuring the Term of the Lease and thereafter, the Borrowers shall indemnify, defend, Lessee agrees to indemnify each Indemnitee and to hold the Agents and the Lenders each Indemnitee harmless against from any loss, cost, loss or expense incurred by any Agent which such Indemnitee may sustain or any Lender incur (other than through such Person's own gross negligence or willful misconduct) as a result consequence of (ai) default by the Lessee in making a borrowing of, conversion into or continuation of Loans or Equity Investment which are Eurodollar Loan(s)/Equity Investment(s) after the Lessee has delivered an Advance Request in accordance with the provisions of this Participation Agreement, (ii) default by the Lessee in making any prepayment of a Loan or Equity Investment which is a Eurodollar Loan/Equity Investment after the Lessee has given a notice thereof in accordance with the provisions of this Participation Agreement or (iii) the payment making of any principal a prepayment of any LIBOR Rate Loan other than Loans or Equity Investment which are Eurodollar Loan(s)/Equity Investment(s) on a day which is not the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect thereto. Such indemnification may include an amount equal to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (ix) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event so prepaid, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or of such failure to borrow, convert or continue to the last day of the then current applicable Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) in each case at the applicable rate of interest for such Loan or Equity Investment which is a Eurodollar Loan/Equity Investment provided for herein (excluding, minus however, the Applicable Margin included therein, if any) over (iiy) the amount of interest that (as reasonably determined by such Indemnitee) which would accrue have accrued to such Indemnitee on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the London interbank eurodollar market. A certificate This covenant shall survive the termination of an Agent this Participation Agreement or a Lender delivered to any other Operative Document and the Administrative Borrower setting forth any amount or payment of the Loans, Equity Investment and all other amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest errorpayable under the Operative Documents.

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

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

Funding Losses. In connection with Borrowers agree to indemnify each LIBOR Rate LoanLender, the Borrowers shall indemnifypromptly after receipt of a written, defendreasonably detailed certification and request therefor, and to hold the Agents and the Lenders each Lender harmless against from, any loss, cost, loss or expense incurred by any Agent that such Lender may sustain or any Lender incur as a result consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the payment same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any principal prepayment of any LIBOR Rate or conversion from Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurodollar Loan other than on a day that is not the last day of an Interest Period applicable thereto thereto, (including as a result d) any conversion of a Default or an Event of Default or any mandatory prepayment required pursuant Eurodollar Loan to Section 2.05(c)), (b) the conversion of any LIBOR a Base Rate Loan other than on a day that is not the last day of the an Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (ce) the failure any compulsory assignment of such Lender’s interests, rights and obligations under this Agreement pursuant to borrow, convert, continue Section 11.3(d) or prepay any LIBOR Rate Loan on the date specified 11.12 hereof. Such indemnification shall be in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect an amount equal to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event amounts so prepaid, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from the date of such event prepayment or of such failure to borrow, convert or continue to the last day of the then current such Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period therefor)date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding the Applicable Margin included therein, minus if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate of an Agent or a Lender delivered as to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive payable pursuant to this Section 2.08 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 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 later, such Lender having knowledge of such event.

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

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

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

Funding Losses. In connection with The Borrower shall indemnify each LIBOR Rate Lender against any loss or expense (but excluding in any event loss of anticipated profit) which such Lender may sustain or incur as a consequence of (i) any failure by any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in ARTICLE IV, (ii) any failure by the Borrower to borrow or to convert or continue any Loan hereunder after irrevocable notice of such Borrowing, conversion or continuation has been given pursuant to Section 2.02 or Section 2.07, (iii) any payment, prepayment or conversion of a Eurodollar Loan, the Borrowers shall indemnifywhether voluntary or involuntary, defend, and hold the Agents and the Lenders harmless against pursuant to any loss, cost, other provision of this Agreement or expense incurred by any Agent or any Lender as otherwise made on a result of (a) the payment of any principal of any LIBOR Rate Loan date other than on the last day of an the Interest Period applicable thereto thereto, (including as a result iv) any default in payment or prepayment of a Default or an Event the principal amount of Default any Loan or any mandatory part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment required pursuant to Section 2.05(c)), or otherwise) or (bv) the conversion assignment of any LIBOR Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default request by the Borrower pursuant to Section 2.16, including, in each such case, any loss or an Event of Default), reasonable expense sustained or (c) the failure incurred or to borrow, convert, continue be sustained or prepay any LIBOR Rate incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the amount of interest that would have accrued funds for the Loan being paid, prepaid, converted, not borrowed or assigned (based on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoLondon Interbank Offered Rate), for the period from the date of such event payment, prepayment, conversion, failure to borrow, convert or continue to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus ) or assignment over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue on be realized by such principal amount Lender in reemploying the funds so paid, prepaid, converted, not borrowed, converted or continued for such period at or Interest Period or assignment, as the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank marketcase may be. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or which such Lender is entitled to receive pursuant to this Section 2.08 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default)thereto, or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Eurodollar Loan on the date specified in any Notice of Borrowing or LIBOR Notice notice delivered pursuant hereto (regardless of whether such lossesnotice may be revoked under Section 6.2 and is revoked in accordance therewith) or (d) the assignment of any Eurodollar 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 8.7, coststhen, in any such event, the Borrower shall compensate each Lender for the loss, cost and expensesexpense attributable to such event. In the case of a Eurodollar Loan, collectivelysuch loss, “Funding Losses”). Funding Losses shall, with respect cost or expense to any Agent or any Lender, Lender shall be deemed to equal the include an amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Eurodollar Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then then-current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus for such Loan) over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or that such Lender would be offered bid were it to be offeredbid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the London interbank eurodollar market. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to the 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. In connection with each LIBOR Rate SOFR Loan, the Borrowers Borrower shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)2.05), (b) the conversion of any LIBOR Rate SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), ) or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate SOFR Loan on the date specified in any Notice of Borrowing or LIBOR SOFR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate SOFR Loan had such event not occurred, at the LIBOR Rate Term SOFR that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 2.12 shall be conclusive absent manifest error.

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

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

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Eurocurrency Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)Default), (b) the conversion of any LIBOR Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.05 and is revoked in accordance therewith or otherwise) or (d) the assignment of any Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default request by the Company pursuant to Section 3.06(b) or an Event of Default)10.15, or (c) the failure to borrowthen, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect expense to any Agent or any Lender, Lender shall be deemed to equal the include an amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in the relevant currency of a comparable amount and period from other banks in the London interbank eurocurrency market. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth the computation in reasonable detail of any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to the applicable Borrower contemporaneously with the demand for payment and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless against any loss, cost, or expense incurred by any Agent or any Lender as a result event of (a) the payment of any principal of any LIBOR Rate Daily Simple RFR Loan other than on the last day of an Interest Period applicable thereto Payment Date therefor (including as a result of a Default or an Event of Default Default) or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Eurocurrency Rate Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default), (b) the conversion of any Daily Simple RFR Loan other than on the Interest Payment Date therefor or any Eurocurrency Rate Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any LIBOR RFR Loan or Eurocurrency Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice notice delivered pursuant hereto (regardless of whether such lossesnotice may be revoked under Section 1.7(d) and is revoked in accordance therewith), costsor (d) the assignment of any Daily Simple RFR Loan other than on the Interest Payment Date therefor or any Eurocurrency Rate Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto, in either case, as a result of a request by the Parent Borrower pursuant to Section 9.22, then, in any such event, the Borrowers shall compensate each Lender for any loss, cost and expensesexpense attributable to such event, collectivelyincluding any loss, “Funding Losses”)cost or expense arising from the liquidation or redeployment of funds or from any fees payable. Funding Losses shallIn the case of a Eurocurrency Rate Loan, with respect such loss, cost or expense to any Agent or any Lender, Lender shall be deemed to equal the include an amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Adjusted Eurocurrency Rate that would have been applicable theretoto such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period thereforfor such Loan), minus over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or that such Lender would be offered bid were it to be offeredbid, at the commencement of such period, Dollar for deposits in the applicable Currency of a comparable amount and period from other banks in the London applicable offshore 112 interbank marketmarket for such Currency, whether or not such Eurocurrency Rate Loan was in fact so funded. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Losses. In connection with Borrower shall indemnify Agent and each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless Lender against any loss, cost, loss or reasonable expense (such loss or expense is referred to herein as a "FUNDING LOSS," such term including any loss or reasonable expense sustained or incurred by or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Advance or any part thereof as a Eurodollar Advance) which Agent or any Lender may sustain or incur as a result consequence of (ai) any failure by Borrower to fulfill on the payment date of any principal Advance hereunder the applicable conditions set forth in SECTION 4, (ii) any failure by Borrower to borrow hereunder or to convert Advances hereunder after a Notice of Borrowing has been given, (iii) any LIBOR Rate Loan payment, prepayment, or conversion of a Eurodollar Advance required or permitted by any other provisions of this Agreement, including payments made due to the acceleration of the maturity of Advances pursuant to SECTION 7.2, or otherwise made on a date other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the last day of the applicable Interest Period applicable thereto other than pursuant to SECTION (including A)(II) of this Exhibit, (iv) any default in the payment or prepayment of the principal amount of any Advance 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 prepayment or otherwise), or (v) the occurrence of an Event of Default), or (c) the failure . The term "FUNDING LOSS" includes an amount equal to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, as determined by Agent or any Lender of (iA) its cost of obtaining the amount of interest that would have accrued funds for the Advance being paid, prepaid, or converted or not borrowed or converted (based on the principal amount of such LIBOR Adjusted Eurodollar Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, ) for the period from the date of such event payment, prepayment, or conversion or failure to borrow or convert to the last day of the then current Interest Period therefor for such Advance (or, in the case of a failure to borrowborrow or convert, convert or continue, for the period that would have been the Interest Period therefor), minus for the Advance which would have commenced on the date of such failure to borrow or convert) over (iiB) the amount of interest (as estimated by Agent or such Lender) that would accrue on such principal amount for such period at the interest rate which such be realized by Agent or such Lender would be offered were it to be offeredin reemploying the funds so paid, at prepaid, or converted or not borrowed or converted for such period or Interest Period, as the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank marketcase may be. A certificate of an Agent or a such Lender delivered to the Administrative Borrower setting forth any amount or amounts that such which Agent or such Lender is entitled to receive pursuant to this Section 2.08 PARAGRAPH (E), together with a description in reasonable detail of the manner in which such amounts have been calculated, shall be conclusive absent delivered to Borrower and shall be presumed to be correct in the absence of manifest error. Borrower shall pay to Agent, for itself or for the account of any such Lender, the amount shown as due on any certificate within five 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. SCHEDULE 4.1 CLOSING CONDITIONS ------------------ Unless otherwise specified, all dated as of October 9, 1998, or a date (a "Current Date") within 30 days before the Closing Date. H&B 1. REVOLVING CREDIT AGREEMENT (the "LOAN AGREEMENT") dated as of October 9, 1998, between XXXX X. XXXXXX, ("BORROWER"), certain Lenders defined therein (the "LENDERS"), NATIONSBANK, N.A., as Agent for the Lenders, and TORONTO DOMINION SECURITIES (USA), INC., and SOCIETE GENERALE as Co-Agents for the Lenders -- all the terms of which are incorporated and which have the same meanings when used in this schedule -- to which must be attached: Exhibit A - Form of Assignment and Acceptance Exhibit B - Form of Revolving Credit Note Exhibit C - Form of Notice of Borrowing Exhibit D - Eurodollar Requirements Schedule 4.1 - Closing List Schedule 5.2 - Initial Collateral Schedule 5.5 - Litigation Schedule 5.11 - Share Ownership H&B 2. REVOLVING CREDIT NOTE in the total stated principal amount of $150,000,000, executed by Borrower, payable to NationsBank, N.A., in substantially the form of Exhibit B to the Loan Agreement. H&B 3. REVOLVING CREDIT NOTE in the total stated principal amount of $55,000,000, executed by Borrower, payable to NationsBank, N.A., and substantially the form of Exhibit B to the Loan Agreement H&B 4. REVOLVING CREDIT NOTE in the total stated principal amount of $70,000,000, executed by Borrower, payable to Toronto Dominion (Texas), Inc., in substantially the form of Exhibit B to the Loan Agreement. H&B 5. REVOLVING CREDIT NOTE in the total stated principal amount of $70,000,000, executed by Borrower, payable to Societe Generale, and substantially the form of Exhibit B to the Loan Agreement H&B 6. PLEDGE AGREEMENT executed by Borrower and Agent. Borrower Schedule I - Pledged Shares Schedule II - Collateral Characteristics, Margin Call Percentage, and Original Advance Percentage Schedule III - Form of Pledge Certificate Rule 144 Rider H&B 7. RULE 144 RIDER executed by Borrower, substantially in the form of RIDER 1 to the Pledge Agreement.

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

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers event any Affected Person shall indemnify, defend, and hold the Agents and the Lenders harmless against incur any loss, cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to fund or maintain any Agent portion of the principal amount of any Advance as a Eurodollar Advance) as a result of: (a) any conversion, repayment, prepayment or redemption (for any Lender reason, including, without limitation, as a result of (aany Voluntary Decrease or the acceleration of the maturity of such Eurodollar Advance) of the payment principal amount of any principal of any LIBOR Rate Loan Eurodollar Advance on a date other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the scheduled last day of the Eurodollar Interest Accrual Period applicable thereto thereto; (including b) any Advance not being funded or maintained as a result Eurodollar Advance after a request therefor has been made in accordance with the terms contained herein (for a reason other than the failure of a Default or such Affected Person to make an Event of DefaultAdvance after all conditions thereto have been met), ; or (c) any failure of the failure Co-Issuers to borrowmake a Voluntary Decrease, convert, continue prepayment or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, redemption with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event Eurodollar Advance after giving notice thereof pursuant to the last day applicable provisions of the then current Interest Period therefor Indenture; then, upon the written notice (orwhich shall include calculations in reasonable detail) of any Affected Person to the related Funding Agent and the Co-Issuers, the Co-Issuers shall pay to the Administrative Agent, in the case form of a failure Series 2018-1 Class A Notes Other Amounts, subject to borrowand in accordance with the Priority of Payments on the Payment Date following the Collection Period in which such written notice is received, convert and by the Administrative Agent to such Funding Agent pursuant to written direction and such Funding Agent shall pay directly to such Affected Person such amount (“Breakage Amount” or continue, for “Series 2018-1 Class A Breakage Amount”) as will (in the period that would have been the Interest Period therefor), minus (iireasonable determination of such Affected Person) the amount of interest that would accrue on reimburse such principal amount Affected Person for such loss or expense. With respect to any notice given to the Co- Issuers under this Section 3.06 the Co-Issuers shall not be under any obligation to pay any amount with respect to any period at prior to the interest rate date that is nine (9) months prior to such notice. Such written notice (which such Agent or such Lender would be offered were it to be offeredshall include calculations in reasonable detail) shall, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate absence of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall manifest error, be conclusive absent manifest error.and binding on the Co-Issuers. SECTION 3.07

Funding Losses. In connection with Borrower shall indemnify Agent and each LIBOR Rate Loan, the Borrowers shall indemnify, defend, and hold the Agents and the Lenders harmless Lender against any loss, cost, 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 by or to be sustained or incurred in liquidating or reemploying deposits from third parties acquired to effect or maintain such Advance or any part thereof as a Eurodollar Advance) which Agent or any Lender may sustain or incur as a result consequence of (ai) any failure by Borrower to fulfill on the payment date of any principal Advance hereunder the applicable conditions set forth in Section 4, (ii) any failure by Borrower to borrow hereunder or to convert Advances hereunder after a Notice of Borrowing has been given, (iii) any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result payment, prepayment, or conversion of a Default Eurodollar Advance required or an Event permitted by any other provisions of Default or any mandatory prepayment required this Agreement, including, without limitation, payments made due to the acceleration of the maturity of Advances pursuant to Section 2.05(c))7.2, (b) the conversion of any LIBOR Rate Loan or otherwise made on a date other than on the last day of the applicable Interest Period applicable thereto other than pursuant to Section (including a)(ii) of this Exhibit, (iv) any default in the payment or prepayment of the principal amount of any Advance 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 prepayment or otherwise), or (v) the occurrence of an Event of Default). The term "Funding Loss" includes, or (c) the failure without limitation, an amount equal to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, as determined by Agent or any Lender of (iA) its cost of obtaining the amount of interest that would have accrued funds for the Advance being paid, prepaid, or converted or not borrowed or converted (based on the principal amount of such LIBOR Adjusted Eurodollar Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, ) for the period from the date of such event payment, prepayment, or conversion or failure to borrow or convert to the last day of the then current Interest Period therefor for such Advance (or, in the case of a failure to borrowborrow or convert, convert or continue, for the period that would have been the Interest Period therefor), minus for the Advance which would have commenced on the date of such failure to borrow or convert) over (iiB) the amount of interest (as estimated by Agent or such Lender) that would accrue on such principal amount for such period at the interest rate which such be realized by Agent or such Lender would be offered were it to be offeredin reemploying the funds so paid, at prepaid, or converted or not borrowed or converted for such period or Interest Period, as the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank marketcase may be. A certificate of an Agent or a such Lender delivered to the Administrative Borrower setting forth any amount or amounts that such which Agent or such Lender is entitled to receive pursuant to this Section 2.08 paragraph (e), together with a description in reasonable detail of the manner in which such amounts have been calculated, shall be conclusive absent delivered to Borrower and shall be presumed to be correct in the absence of manifest error. Borrower shall pay to Agent, for itself or for the account of any such Lender, the amount shown as due on any certificate within five (5) 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. EXHIBIT E CLOSING CONDITIONS ------------------ Unless otherwise specified, all dated as of July 23, 1997, or a date (a "Current Date") within 30 days before the Closing Date. H&B [[1.] REVOLVING CREDIT AGREEMENT (the "Loan Agreement") dated as of July 23, 1997, between XXXX X. XXXXXX, ("Borrower"), certain Lenders defined therein (the "Lenders"), NATIONSBANK OF TEXAS, N.A., as Agent for the Lenders, and TORONTO DOMINION SECURITIES (USA), INC., as Co-Agent for the Lenders -- all the terms of which or incorporated in which have the same meanings when used in this schedule -- to which must be attached: Exhibit A - Form of Assignment and Acceptance Exhibit B - Form of Revolving Credit Note Exhibit C - Form of Notice of Borrowing Exhibit D - Eurodollar Requirements Exhibit E - Closing List Exhibit F - Initial Collateral Exhibit G - Litigation H&B 3. REVOLVING CREDIT NOTE in the total stated principal amount of $50,000,000.00, executed by Borrower, payable to Toronto Dominion (Texas), Inc., in substantially the form of Exhibit B to the Loan Agreement. H&B [4.] PLEDGE AGREEMENT executed by Borrower and Agent. H&B 5. RULE 144 RIDER executed by Borrower, substantially in the form of Rider 1 to the Pledge Agreement.

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

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

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

Funding Losses. In connection with The Borrower shall indemnify each LIBOR Rate Lender against any loss or expense (but excluding in any event loss of anticipated profit) which such Lender may sustain or incur as a consequence of (i) any failure by any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in ARTICLE IV, (ii) any failure by the Borrower to borrow or to convert or continue any Loan hereunder after irrevocable notice of such Borrowing, conversion or continuation has been given pursuant to Section 2.02 or Section 2.07, (iii) any payment, prepayment or conversion of a Eurodollar Loan, the Borrowers shall indemnifywhether voluntary or involuntary, defend, and hold the Agents and the Lenders harmless against pursuant to any loss, cost, other provision of this Agreement or expense incurred by any Agent or any Lender as otherwise made on a result of (a) the payment of any principal of any LIBOR Rate Loan date other than on the last day of an the Interest Period applicable thereto thereto, (including as a result iv) any default in payment or prepayment of a Default or an Event the principal amount of Default any Loan or any mandatory part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment required pursuant to Section 2.05(c)), or otherwise) or (bv) the conversion assignment of any LIBOR Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default request by the Borrower pursuant to Section 2.16, including, in each such case, any loss or an Event of Default), reasonable expense sustained or (c) the failure incurred or to borrow, convert, continue be sustained or prepay any LIBOR Rate incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the amount of interest that would have accrued funds for the Loan being paid, prepaid, converted, not borrowed or assigned (based on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable theretoLIBO Screen Rate), for the period from the date of such event payment, prepayment, conversion, failure to borrow, convert or continue to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus ) or assignment over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue on be realized by such principal amount Lender in reemploying the funds so paid, prepaid, converted, not borrowed, converted or continued for such period at or Interest Period or assignment, as the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank marketcase may be. A certificate of an Agent or a any Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or which such Lender is entitled to receive pursuant to this Section 2.08 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers event any Lender shall indemnify, defend, and hold the Agents and the Lenders harmless against incur any loss, cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any Agent portion of the principal amount of any Loan as, or to convert any Lender portion of the principal amount of any Loan into, a LIBO Rate Loan) as a result of (ai) any conversion or repayment or prepayment of the payment principal amount of any principal of any LIBOR LIBO Rate Loan Loans on a date other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the scheduled last day of the Interest Period applicable thereto thereto, whether pursuant to Section 3.1 or otherwise, (including ii) any Loans not being made as a result of a Default or an Event of Default)LIBO Rate Loans in accordance with the Borrowing Request therefor, or (ciii) any Loans not being continued as, or converted into, LIBO Rate Loans in accordance with the failure to borrowContinuation/Conversion Notice therefor, convertthen, continue or prepay any LIBOR Rate Loan on upon the date specified in any Notice written notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within five Business Days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of bad faith or manifest error, be conclusive and binding on the Borrower. In no event shall the amount the Borrower is obligated to pay to any Lender pursuant to this Section exceed the excess, if any, of (i) the amount of interest that (exclusive of any Applicable Margin) which would have accrued on the principal amount of such LIBOR Rate Loan had such event so prepaid or converted, or not occurredso borrowed, at the LIBOR Rate that would have been applicable theretoconverted or continued, for the period from and including the date of such event to the but excluding that last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, proposed Interest Period) for the period that would have been applicable Loans at the Interest Period therefor), minus applicable LIBO Rate (or proposed LIBO Rate) for such Loans over (ii) the amount of interest that (as reasonably determined by such Lender) which would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the London interbank eurodollar market. A certificate of an Agent or a ; it being understood that the Borrower shall not be required to indemnify any Lender delivered to the Administrative Borrower setting forth for any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest errorlost profits.

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

Funding Losses. In connection with each LIBOR Rate LoanThe Borrower shall pay to the Bank, the Borrowers upon its request, such amount or amounts as shall indemnify, defend, and hold the Agents and the Lenders harmless against be sufficient to compensate it for any loss, costcost or reasonable expense that is attributable to any payment or prepayment of the Loan for any reason (including, or expense incurred by any Agent or any Lender as without limitation, the acceleration of the Loan pursuant to Section 9 and voluntary prepayments made pursuant to Section 5.6) on a result of (a) the payment of any principal of any LIBOR Rate Loan date other than on the last day of an Interest Period applicable thereto (including as a result for the Loan or is attributable to the failure of a Default the Borrower to borrow the Loan for any reason on the date set forth in the Drawdown Notice; provided, however, that the Borrower shall in no event be liable under this Section 6.2 for any such loss, cost or an Event of Default or expense attributable to any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on period occurring after the last day of the then-current Interest Period applicable thereto (including as a result of a Default or Period. Such compensation shall include an Event of Default), or (c) the failure amount equal to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to any Agent or any Lender, be deemed to equal the amount reasonably determined by such Agent or such Lender to be the excess, if any, of (ia) the amount of interest that otherwise would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, so paid or prepaid for the period from the date xxxx of such event payment or prepayment or the amount set forth in the Drawdown Notice 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 Loan at the Interest Period therefor)applicable rate of interest for the Loan provided for herein (excluding, minus however, the applicable Margin included therein, if any) over (iib) the amount of interest (as reasonably determined by the Bank) that otherwise would accrue have accrued on such principal amount by placing such amount on deposit for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period with leading banks in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower Bank setting forth in reasonable detail any amount or amounts that such Agent or such Lender which the Bank is entitled to receive pursuant to this Section 2.08 6.2 and setting forth in reasonable detail the manner in which such amounts shall have been determined shall be delivered to the Borrower and shall be conclusive absent manifest error. The Bank agrees to take reasonable steps to reduce the amount of such loss or expense, provided the Bank shall not be required to take any such step, if in its opinion, the Bank would suffer any economic, legal or regulatory harm in connection therewith.

Funding Losses. In connection with each LIBOR Rate Loan, the Borrowers event any Affected Person shall indemnify, defend, and hold the Agents and the Lenders harmless against incur any loss, cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to fund or maintain any Agent portion of the principal amount of any Advance as a Eurodollar Advance) as a result of: (a)any conversion, repayment, prepayment or redemption (for any Lender reason, including, without limitation, as a result of (aany Decrease or the acceleration of the maturity of such Eurodollar Advance) of the payment principal amount of any principal of any LIBOR Rate Loan Eurodollar Advance on a date other than on the last day of an Interest Period applicable thereto (including as a result of a Default or an Event of Default or any mandatory prepayment required pursuant to Section 2.05(c)), (b) the conversion of any LIBOR Rate Loan other than on the scheduled last day of the Eurodollar Interest Accrual Period applicable thereto thereto; (including b)any Advance not being funded or maintained as a result Eurodollar Advance after a request therefor has been made in accordance with the terms contained herein (for a reason other than the failure of a Default or such Affected Person to make an Event of DefaultAdvance after all conditions thereto have been met), ; or (c) c)any failure of the failure Master Issuer to borrowmake a Decrease, convert, continue prepayment or prepay any LIBOR Rate Loan on the date specified in any Notice of Borrowing or LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, redemption with respect to any Eurodollar Advance after giving notice thereof pursuant to the applicable provisions of the Series 2017-1 Supplement; 31 then, upon the written notice of any Affected Person to the related Funding Agent or any Lenderand the Master Issuer, be deemed to equal the amount reasonably determined by Master Issuer shall deposit into the Collection Account (within seven (7) Business Days of receipt of such Agent or such Lender notice) to be payable as Class A-1 Notes Other Amounts, subject to and in accordance with the excessPriority of Payments, if any, of to the Administrative Agent and by the Administrative Agent to such Funding Agent and such Funding Agent shall pay directly to such Affected Person such amount (i“Breakage Amount” or “Series 2017-1 Class A-1 Breakage Amount”) as will (in the amount of interest that would have accrued on the principal amount reasonable determination of such LIBOR Rate Loan had Affected Person) reimburse such event Affected Person for such loss or expense; provided that with respect to any notice given to the Master Issuer under this Section 3.06, the Master Issuer shall not occurred, at be under any obligation to pay any amount with respect to any period prior to the LIBOR Rate date that would is nine months prior to such demand if the relevant Affected Person knew or could reasonably have been applicable thereto, for the period from the date of such event expected to the last day know of the then current Interest Period therefor circumstances giving rise to such loss or expense. Such written notice (orwhich shall include calculations in reasonable detail) shall, in the case absence of a failure to borrowmanifest error, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of an Agent or a Lender delivered to the Administrative Borrower setting forth any amount or amounts that such Agent or such Lender is entitled to receive pursuant to this Section 2.08 shall be conclusive absent manifest error.and binding on the Master Issuer. Section 3.07