Common use of Eurodollar Indemnity Clause in Contracts

Eurodollar Indemnity. The Borrowers agree to indemnify the Banks --------------------- and the Agent and to hold them harmless from and against any reasonable loss, cost or expense that the Banks and the Agent may sustain or incur as a consequence of (a) default by the Borrowers in payment of the principal amount of or any interest on any Eurodollar Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans, (b) default by the Borrowers in making a borrowing or conversion after the Borrowers have given (or are deemed to have given) notice pursuant to (S)2.4 or (S)2.6, and (c) the making of any payment of a Eurodollar Loan or the making of any conversion of any such Eurodollar Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted, or not borrowed (based on the Eurodollar Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted, or not borrowed for such period or Interest Period, as the case may be.

Eurodollar Indemnity. The Borrowers agree to indemnify the Banks --------------------- Lenders and the Administrative Agent and to hold them harmless from and against any reasonable loss, cost or expense expenses that the Banks Lenders and the Administrative Agent may sustain or incur as a consequence of (a) default by the Borrowers in payment of the principal amount of or any interest on any Eurodollar Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank Lender or the Administrative Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans, (b) default a prepayment of principal on any Eurodollar Loan, including prepayments which are the result of acceleration by the Lenders, or (c) failure by the Borrowers in making to make a borrowing or conversion after the Borrowers have given (or are deemed to have given) notice pursuant to (S)2.4 ss.2.5, ss.2.6 or 3.6.2 or (S)2.6, and (cd) the making of any payment of a Eurodollar Loan or the making of any conversion of any such Eurodollar Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by any Lender to lenders of funds obtained by it in order to maintain any such Loans. Such loss or reasonable expense shall include an amount equal to (i) the excess, if any, as reasonably determined by each Bank Lender of (i) its cost of obtaining the funds for the Eurodollar Loan being paid, prepaid, converted, not converted, or not borrowed borrowed, as the case may be (based on the Eurodollar Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such BankLender) that would be realized by such Bank Lender in reemploying the funds so paid, prepaid, converted, or not borrowed borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be conclusive absent manifest error.

Eurodollar Indemnity. The Borrowers agree to indemnify the Banks --------------------- and the Agent and to hold them harmless from and against any reasonable loss, cost or expense that the Banks and the Agent may sustain or incur as a consequence of (a) default by the Borrowers in payment of the principal amount of or any interest on any Eurodollar Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans, (b) default by the Borrowers in making a borrowing or conversion after the Borrowers have given (or are deemed to have given) notice pursuant to (S)2.4 2.4 or (S)2.62.6, and (c) the making of any payment of a Eurodollar Loan or the making of any conversion of any such Eurodollar Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted, or not borrowed (based on the Eurodollar Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted, or not borrowed for such period or Interest Period, as the case may be.

Eurodollar Indemnity. The Borrowers agree Borrower agrees to indemnify the Banks --------------------- and the Agent Agent, and to hold them harmless from and against any reasonable loss, cost or expense that the Banks any such Bank and the Agent may sustain or incur as a consequence of (a) the default by the Borrowers Borrower in payment of the principal amount of or any interest on any Eurodollar Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans, (b) the default by the Borrowers Borrower in making a borrowing of a Eurodollar Loan or conversion of a Eurodollar Loan or a prepayment of a Eurodollar Loan other than pursuant to the terms hereof after the Borrowers have Borrower has given (or are is deemed to have given) notice pursuant to (S)2.4 or (S)2.6hereunder, and (c) the making of any payment of a Eurodollar Loan Loan, or the making of any conversion of any such Eurodollar Loan to a Base Rate Loan, or the reallocation of any Eurodollar Loan on a day that is not the last day of the applicable Interest Period with respect thereto. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by each Bank of (i) its cost of obtaining the funds for the Eurodollar Loan being paid, prepaid, converted, not converted, reallocated, or not borrowed borrowed, as the case may be (based on the Eurodollar Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or 21 -21- convert, as the case may be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted, or not borrowed borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be conclusive absent manifest error.

Eurodollar Indemnity. The Borrowers agree to indemnify the Banks --------------------- and the Agent and to hold them harmless from and against any reasonable loss, cost or expense expenses that the Banks and the Agent may sustain or incur as a consequence of (a) default by the Borrowers in payment of the principal amount of or any interest on any Eurodollar Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans, (b) default a prepayment of principal on any Eurodollar Loan, including prepayments which are the result of acceleration by the Banks, or (c) failure by the Borrowers in making to make a borrowing or conversion after the Borrowers have given (or are deemed to have given) notice pursuant to (S)2.4 ss.2.5 or ss.2.6, or (S)2.6, and (cd) the making of any payment of a Eurodollar Loan or the making of any conversion of any such Eurodollar Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by any Bank to lenders of funds obtained by it in order to maintain any such Loans. Such loss or reasonable expense shall include an amount equal to (i) the excess, if any, as reasonably determined by each Bank of (i) its cost of obtaining the funds for the Eurodollar Loan being paid, prepaid, converted, not converted, or not borrowed borrowed, as the case may be (based on the Eurodollar Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted, or not borrowed borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be conclusive absent manifest error.

Eurodollar Indemnity. The Borrowers agree to indemnify the Banks --------------------- Lenders and the Administrative Agent and in each case to hold them harmless from and against any reasonable loss, cost or expense expenses that the Banks such Lenders and the Administrative Agent may sustain or incur as a consequence of (a) default by the Borrowers in payment of the principal amount of or any interest on any Eurodollar Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank Lender or the Administrative Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans, (b) default a prepayment of principal on any Eurodollar Loan, including prepayments which are the result of acceleration by the Lenders, or (c) failure by the Borrowers in making to make a borrowing or conversion after the Borrowers have given (or are deemed to have given) notice pursuant to (S)2.4 ss.ss.2.5, 2.6 or 4.6.2 or (S)2.6, and (cd) the making of any payment of a Eurodollar Loan or the making of any conversion of any such Eurodollar Loan to a Base Rate Loan or on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by any Lender to lenders of funds obtained by it in order to maintain any such Loans. Such loss or reasonable expense shall include an amount equal to (i) the excess, if any, as reasonably determined by each Bank the applicable Lender of (i) its cost of obtaining the funds for the Eurodollar Loan being paid, prepaid, converted, not converted, or not borrowed borrowed, as the case may be (based on the Eurodollar Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such BankLender) that would be realized by such Bank Lender in reemploying the funds so paid, prepaid, converted, or not borrowed borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be prima facie evidence thereof absent manifest error.

Eurodollar Indemnity. The Borrowers agree Borrower agrees to indemnify the Banks --------------------- and the Administrative Agent and to hold them harmless from and against any reasonable loss, cost or expense that the Banks any such Bank and the Administrative Agent may sustain or incur as a consequence of (a) the default by the Borrowers Borrower in payment of the principal amount of or any interest on any Eurodollar Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Administrative Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans, (b) the default by the Borrowers Borrower in making a borrowing Borrowing of a Eurodollar Loan or conversion of a Eurodollar Loan or a prepayment of a Eurodollar Loan after the Borrowers have Borrower has given (or are is deemed to have given) a Syndicated Loan Request, a notice pursuant to (S)2.4 §2.7, or (S)2.6a notice pursuant to §2.10, and (c) the making of any payment of a Eurodollar Loan Loan, or the making of any conversion of any such Eurodollar Loan to a Base Rate Loan Loan, on a day that is not the last day of the applicable Interest Period with respect thereto. Such loss loss, cost, or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by each Bank of (i) its cost of obtaining the funds for the Eurodollar Loan being paid, prepaid, converted, not converted, reallocated, or not borrowed borrowed, as the case may be (based on the Eurodollar Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted, or not borrowed borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be conclusive absent manifest error.

Eurodollar Indemnity. The Borrowers agree to indemnify the Banks --------------------- Lenders and the Administrative Agent and in each case to hold them harmless from and against any reasonable loss, cost or expense expenses that the Banks such Lenders and the Administrative Agent may sustain or incur as a consequence of (a) default by the Borrowers in payment of the principal amount of or any interest on any Eurodollar Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank Lender or the Administrative Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans, (b) default a prepayment of principal on any Eurodollar Loan, including prepayments which are the result of acceleration by the Lenders, or (c) failure by the Borrowers in making to make a borrowing or conversion after the Borrowers have given (or are deemed to have given) notice pursuant to (S)2.4 ss.2.5, ss.2.6 or 4.6.2 or (S)2.6, and (cd) the making of any payment of a Eurodollar Loan or the making of any conversion of any such Eurodollar Loan to a Base Rate Loan or on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by any Lender to lenders of funds obtained by it in order to maintain any such Loans. Such loss or reasonable expense shall include an amount equal to (i) the excess, if any, as reasonably determined by each Bank the applicable Lender of (i) its cost of obtaining the funds for the Eurodollar Loan being paid, prepaid, converted, not converted, or not borrowed borrowed, as the case may be (based on the Eurodollar Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such BankLender) that would be realized by such Bank Lender in reemploying the funds so paid, prepaid, converted, or not borrowed borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be prima facie evidence thereof absent manifest error.