Compensation. Borrower agrees to compensate Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation), for all losses, liabilities and reasonable expenses (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by Lender to fund the Loans but excluding loss of anticipated profits) which Lender may sustain: # if for any reason (other than as a result of a default by Lender) a Borrowing of Revolving Loan or Delayed Draw-Down Term Loan does not occur on a date specified therefor in a Notice of Borrowing; # if any prepayment or repayment (including any prepayment or repayment made pursuant to [Section 4.01], [Section 4.02] or as a result of an acceleration of the Loans pursuant to [Section 10]) occurs on a date which is not the last day of a LIBOR interest period with respect thereto; or # Borrower fails to repay any Loan when required by the terms of this Agreement or any Note held by Lender. Lender’s determination of compensation owing to it under this [Section 1.08] shall, absent manifest error, be final and conclusive and binding on all the parties hereto.

Section # Compensation for Losses. Upon written demand of the Lender from time to compensate Lender, upon its written request (which request shall settime, setting forth in reasonable detail the basis for requestingcalculating such compensation),compensation, the Company shall promptly (but in any event within ten days) after such demand compensate the Lender for all losses, liabilities and reasonable expenses (including, without limitation,hold the Lender harmless from any loss, expensecost or liabilityexpense incurred by it as a result of # any payment or prepayment of any Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or # any failure by the Company (for a reason other than the failure of the Lender to make a Loan) to prepay, borrow or continue any Loan on the date or in the amount notified by the Company, including, in each case, any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits or otherfrom which such funds required bywere obtained; provided that, for the avoidance of doubt, the Company shall not be obligated to compensate the Lender to fund the Loans but excludingunder this Section for any loss of anticipated profits) which Lender may sustain: # if forprofits in respect of any reason (other than as a result of a default by Lender) a Borrowing of Revolving Loan or Delayed Draw-Down Term Loan does not occur on a date specified therefor in a Notice of Borrowing; # if any prepayment or repayment (including any prepayment or repayment made pursuant to [Section 4.01], [Section 4.02] or as a result of an acceleration of the Loans pursuant to [Section 10]) occurs on a date which is not the last dayforegoing. For purposes of a LIBOR interest period with respect thereto; or # Borrower fails to repay any Loan when requiredcalculating amounts payable by the terms of this Agreement or any Note held by Lender. Lender’s determination of compensation owingCompany to itthe Lender under this [Section 1.08] shall, absent manifest error,Section, the Lender shall be finaldeemed to have funded each Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and conclusive and binding on all the parties hereto.for a comparable period, whether or not such Loan was in fact so funded.