Common use of Funding Indemnification Clause in Contracts

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. If (a) any payment of a Eurocurrency Term SOFR Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Term SOFR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Term SOFR Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan Term SOFR Advance on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s documented, actual out-of-pocket costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender Xxxxxx would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower Xxxxxxxx agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including any principal payment made following default, demand for payment, acceleration, collection proceedings, bankruptcy or other insolvency proceedings or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Eurodollar Advance is not made on the date specified by the a Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the any Borrower fails to borrow, convert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.20, 2.20 the Borrower Borrowers will jointly and severally indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as reasonably determined by such LenderLender in good faith) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees Borrowers agree that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower of such Advance for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower of a Eurocurrency Loan fails to borrow, convert, continue or prepay any such Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower of such Eurocurrency Loan pursuant to Section 2.20, the Domestic Borrowers and such Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees Borrowers agree that Interest Differential shall not be discounted to its present value. The Borrowers hereby acknowledge that the Borrowers shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrowers to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Eurodollar Loan is assigned by any Lender which is not a Defaulting Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, reasonable out-of-pocket costs and expenses (other than funding costs and expenses) and Interest Differential (as reasonably determined by such Lender) incurred as a result of such prepaymentthe applicable event. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepaymentthe applicable foregoing event, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment such event not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepaymentsuch applicable event) as a result of the redeployment of funds from the prepaymentsuch event. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance or a Fixed Rate Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) or a Eurocurrency Eurodollar Advance is not made or continued, a Fixed Rate Loan is not made or a Floating Rate Advance is not converted into a Eurodollar Advance on the date specified by the applicable Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Eurodollar Advance or Fixed Rate Loan is converted not prepaid on the date specified by such Borrower for any reason, or a Eurodollar Advance is prepaid by such Borrower without such Borrower providing at least three (3) Business Days’ prior notice to the Agent for any reason, such Borrower will severally, and not jointly with the other than Borrower, indemnify each Lender for any loss or cost incurred by such Lender resulting therefrom, including any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance or Fixed Rate Loan as determined by such Lender (if and to the extent such Lender, in its sole discretion, elects to impose such a charge). Such loss or cost to any Lender in liquidating or employing deposits acquired to fund or maintain any such Eurodollar Advance or Fixed Rate Loan shall be an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Rate that would have been applicable to such Loan (but not including the Applicable Margin applicable thereto), for the period from the date of such event to the last day of the then current Interest Period applicable theretotherefor (or, (d) in the Borrower fails case of a failure to borrow, convertconvert or continue, continue or prepay any Eurocurrency Loan on for the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of period that would have been the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costsLoan), expenses and Interest Differential over (ii) the amount of interest (as reasonably determined by such Lender) incurred as a result that would have accrued to such Lender on such amount by placing such amount on deposit at the commencement of such prepaymentperiod for a comparable period with leading banks in the London interbank eurodollar market. The term “Interest Differential” shall mean that sum equal Notwithstanding the foregoing, a Defaulting Lender required to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential assign its Loans pursuant to Section 2.22 shall not be discounted entitled to its present valuecompensation under this Section 3.4 in connection with any such assignment.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance ----------------------- or a Swing Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwiseotherwise (including, (bwithout limitation, any conversion of an Alternate Currency Loan to Dollars pursuant to Section 2.1.4(vi) or any receipt by a Lender of all or a ----------------- portion of the principal of a Loan prior to the last day of the applicable Interest Period as a result of a sale arranged by the Company pursuant to Section 2.5.11) or a Eurocurrency Advance or Swing Loan is not made on the date -------------- specified by the applicable Borrower for any reason other than default by the Lenders or applicable Swing Loan Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the such Borrower will indemnify each Lender or Swing Loan Lender, as applicable for such Lender’s costsany loss or cost incurred by it resulting therefrom, expenses and Interest Differential including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the Eurocurrency Advance or Swing Loan. In connection with any assignment by any Lender pursuant to Section 13.3 of any portion of the Loans made prior to the earlier of (i) the ------------ completion of the syndication of the facilities hereunder (as determined by the Arranger) and (ii) ninety (90) days following the initial funding hereunder, if any Borrower has Eurocurrency Loans outstanding an interest in which is being assigned, then, unless the assigning Lender in its discretion agrees otherwise, such Lender) incurred Borrower shall be deemed to have repaid all outstanding Eurocurrency Advances as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to date and reborrowed such amount as an Alternate Base Rate Advance and/or Eurocurrency Advance (chosen in accordance with the greater provisions of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such AdvanceArticle II) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of indemnification provisions under this facility, the Borrower agrees that Interest Differential Section 3.5 shall not be discounted to its present value---------- ----------- apply.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which that is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) or a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s reasonable costs, expenses and Interest Differential (as reasonably determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to means the greater of zero or and the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay the Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which that is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the LendersLenders or as a result of Section 2.23, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant heretohereto (other than as a result of Section 2.23), or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan Advance on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as reasonably determined by such LenderLender in a manner consistent with its other credit facilities generally) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the short-term nature principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of this facilitycollateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower agrees that Interest Differential shall not be discounted to its present valuethe Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) or a Eurocurrency Eurodollar Advance is not made (whether by borrowing, continuation or conversion) on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan or an optional prepayment, notice of which has been given in accordance with Section 2.6, is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan not made on the date specified therefor in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20such notice, the Borrower will indemnify each Lender for any loss (excluding loss of profit or Applicable Margin) or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Lender’s costsEurodollar Advance. In the case of a Eurodollar Advance, expenses and Interest Differential (as such loss, cost or expense shall be deemed to include an amount determined by such LenderLender to be the excess, if any, of (A) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender that would have earned (from accrued on the investments in money markets as of the Borrowing Date principal amount of such Advance) Eurodollar Advance if such event had prepayment not occurred and at the interest Eurodollar Base Rate applicable to such Lender will actually earn (Eurodollar Advance for the period from like investments in money markets as of the date of prepayment) as a result such event to the last day of the redeployment then current Interest Period therefor (or in the case of funds from a failure to borrow, convert or continue, for the prepayment. Because period that would have been the Interest Period for such Eurodollar Advance) over (B) the amount of interest that would accrue on the short-term nature principal amount of this facility, such Eurodollar Advance for the same period if the Eurodollar Base Rate were set on the date such Eurodollar Advance was prepaid or converted or the date on which the Borrower agrees that Interest Differential shall not be discounted failed to its present valueborrow, convert or continue such Eurodollar Advance.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such AdvanceLoan) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If If (a) any payment of a Eurocurrency Term SOFR Advance occurs on a date which that is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, ; (b) a Eurocurrency Term SOFR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, ; (c) a Eurocurrency Loan Term SOFR Advance is converted other than on the last day of the Interest Period applicable thereto, ; (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan a Term SOFR Advance on the date specified in any notice delivered pursuant hereto, or ; or (e) any Eurocurrency Loan a Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, 2.19; then the Borrower will shall indemnify each Lender for such Lender’s costscosts and expenses (including any loss or expense arising from the liquidation or redeployment of funds or from fees payable to terminate the deposits from which such funds were obtained, expenses and Interest Differential (as determined by such Lenderbut excluding any loss of anticipated profits) incurred as a result of such prepayment. The term “Interest Differential” A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.4 shall mean that sum equal be delivered to the greater of zero or Borrower within 180 days after the financial loss incurred by the event giving rise to such amounts, and shall be conclusive absent manifest error. The Borrower shall pay such Lender resulting from prepayment, calculated as the difference between the amount of interest shown as due on any such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present valuecertificate within 10 days after receipt.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance LIBOR Rate Loan occurs on a date which is not the last day of the applicable Interest Loan Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance LIBOR Rate Loan is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency LIBOR Rate Loan is converted other than on the last day of the Interest Loan Period applicable thereto, or (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency LIBOR Rate Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advanceadvance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section ‎Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If If: (ai) any payment of a Eurocurrency Advance Term Loan occurs on a date which that is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, ; (bii) a Eurocurrency Advance Term Loan is not made on the date specified by the Borrower for any reason other than default by the Lenders, ; (ciii) a Eurocurrency Term Loan is converted other than on the last day of the Interest Period applicable thereto, ; (div) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency a Term Loan on the date specified in any notice delivered pursuant hereto, ; or (ev) any Eurocurrency a Term Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.202.13, the Borrower will shall indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to means the greater of zero or and the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the like investments in money markets as of the Borrowing Date first day of such Advancethe Interest Period) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature duration of this facilityany Interest Period, the Borrower agrees that the Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Term SOFR Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Term SOFR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Term SOFR Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan Term SOFR Advance on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender Xxxxxx would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance accelerated or paid before the end of the Interest Period for such Term SOFR Advance, whether voluntarily, involuntarily, or otherwise, including without limitation any principal payment required upon maturity when the Borrower has elected an Interest Period that extends beyond the scheduled maturity date of such Loan and any principal payment required following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation, application of insurance proceeds, or otherwise. Such Interest Differential shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment. 4887-5363-3879v24887-5363-3879v.5 A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.4 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 10 days after receipt thereof.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Eurodollar Advance is not made on the date specified by the Borrower Company for any reason other than default by the LendersBanks, (c) a Eurocurrency Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower Company fails to borrow, convert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto, hereto or (e) any Eurocurrency Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.202.15 or 3.07, the Borrower Company will indemnify each Lender Bank for such Lender’s any costs, expenses and Interest Differential (as determined by such LenderBank) incurred as a result of such prepaymentthereof. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender applicable Bank resulting from prepaymentany action described in clauses (a) through (e) above, calculated as the difference between the amount of interest such Lender Bank would have earned (from the investments in money markets as of the Borrowing Date of such AdvanceLoan) had prepayment such action not occurred and the interest such Lender Bank will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepaymentsuch funds. Because of the short-term nature of this facility, the Borrower Company agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance Term SOFR occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Term SOFR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Term SOFR Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan Term SOFR Advance on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Eurodollar Advance is not made on the date specified by the a Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the any Borrower fails to borrow, convert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.202.16, the Borrower Borrowers will jointly and severally indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as reasonably determined by such LenderLender in good faith) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees Borrowers agree that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If In addition to all other payment obligations hereunder, in the event: (aI ) any payment portion of a Eurocurrency Advance occurs on a date the Principal Amount which is not bearing interest at LIBO-Based Rate is prepaid prior to the last day of the applicable Euro-Dollar Interest Period, whether because following a mandatory prepayment. application of acceleration, prepayment proceeds from the sale of Collateral or otherwise, or (b2) a Eurocurrency Advance is not made on the date specified by the Borrower for Borrowers shall fail to convert any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day portion of the Interest Period applicable thereto, (d) Principal Amount bearing interest at the Borrower fails Prime Rate to borrow, convert, continue or prepay any Eurocurrency Loan on a LIBO-Based Rate after SPACEHAB has issued a Euro-Dollar Rate Request with respect to such portion of the date specified in any notice delivered pursuant heretoPrincipal Amount, or (e3) the Borrowers shall fail to continue any Eurocurrency Loan is assigned other than on the last day portion of the Interest Period applicable thereto as Principal Amount bearing interest at a result LIBO-Based Rate which they have elected to have continued at a LIBO-Based Rate or (4) the Borrowers shall fail to make any payment of principal or interest on any Loan bearing interest at a request by LIBO-Based Rate when due, then the Borrower pursuant Borrowers shall immediately pay to Section 2.20, the Borrower will indemnify each Lender an additional amount compensating the Lender for such Lender’s costsall losses, costs and expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting in connection therewith, including, without limitation, such as may arise out of reemployment of funds obtained by the Lender or more fees payable to terminate the deposits from prepaymentwhich such fund were obtained, calculated as such losses, costs and expenses and the difference between method of calculation thereof being set forth in reasonable detail in a statement delivered to the amount Borrowers by the Lender, such statement to be conclusive in the absence of interest such manifest error. Under no circumstances shall the Lender would have earned (from any obligation to remit monies to the investments in money markets as Borrowers upon prepayment of any portion of the Borrowing Date Principal Amount bearing interest at a LIBO-Based Rate, even under circumstances which do not result in the necessity for the payment by the Borrowers of such Advance) had prepayment not occurred any amount hereunder. The hereof shall survive termination of this Agreement and the interest such Lender will actually earn (from like investments in money markets as discharge of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present valueall other Obligations.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance Loan at the LIBOR Based Rate occurs on a date which is not the last day of the applicable Interest Periodinterest period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance Loan at the LIBOR Based Rate is not made on the date specified by the a Borrower for any reason other than default by the LendersBanks, (c) a Eurocurrency Loan at the LIBOR Based Rate is converted other than on the last day of the Interest Period interest period applicable thereto, (d) the a Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan at the LIBOR Based Rate on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan at the LIBOR Based Rate is assigned other than on the last day of the Interest Period interest period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20a Borrower, the Borrower Borrowers will indemnify each Lender Bank for such LenderBank’s costs, expenses and Interest Differential (as determined reasonably by such LenderBank) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender Bank resulting from prepayment, calculated as the difference between the amount of interest such Lender Bank would have earned (from the investments in money markets Money Markets as of the Borrowing Date of such Advanceadvance) had prepayment not occurred and the interest such Lender Bank will actually earn (from like investments in money markets Money Markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees Borrowers agree that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which that is not the last day of the applicable Interest Period, whether because of acceleration, prepayment prepayment, or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.202.17, the Borrower will indemnify each Lender for such Lender’s costs, expenses expenses, and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to means the greater of zero or and the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance or a Fixed Rate Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) or a Eurocurrency Eurodollar Advance is not made or continued, a Fixed Rate Loan is not made or a Floating Rate Advance is not converted into a Eurodollar Advance on the date specified by the applicable Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Eurodollar Advance or Fixed Rate Loan is converted not prepaid on the date specified by such Borrower for any reason, or a Eurodollar Advance is prepaid by such Borrower without such Borrower providing at least three (3) Business Days’ prior notice to the Agent for any reason, such Borrower will severally, and not jointly with the other than Borrower, indemnify each Lender for any loss or cost incurred by such Lender resulting therefrom, including any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance or Fixed Rate Loan as determined by such Lender (if and to the extent such Lender, in its sole discretion, elects to impose such a charge). Such loss or cost to any Lender in liquidating or employing deposits acquired to fund or maintain any such Eurodollar Advance or Fixed Rate Loan shall be an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Rate that would have been applicable to such Loan (but not including the Applicable Margin applicable thereto), for the period from the date of such event to the last day of the then current Interest Period applicable theretotherefor (or, (d) in the Borrower fails case of a failure to borrow, convertconvert or continue, continue or prepay any Eurocurrency Loan on for the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of period that would have been the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costsLoan), expenses and Interest Differential over (as determined by such Lenderii) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest (as reasonably determined by such Xxxxxx) that would have accrued to such Lender would have earned (from on such amount by placing such amount on deposit at the investments in money markets as of the Borrowing Date commencement of such Advance) had prepayment not occurred and period for a comparable period with leading banks in the interest such London interbank eurodollar market. Notwithstanding the foregoing, a Defaulting Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential required to assign its Loans pursuant to Section 2.22 shall not be discounted entitled to its present valuecompensation under this Section 3.4 in connection with any such assignment.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s documented, actual out-of-pocket costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because ; provided that because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered by the Borrower pursuant hereto, hereto or (e) any Eurocurrency Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) actually incurred by any such Lender as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss actually incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency EurodollarEurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency EurodollarEurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency EurodollarEurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency EurodollarEurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency EurodollarEurocurrency Loan is assigned by any Lender which is not a Defaulting Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, reasonable out-of-pocket costs and expenses (other than funding costs and expenses) and Interest Differential (as reasonably determined by such Lender) incurred as a result of such prepaymentthe applicable event. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepaymentthe applicable foregoing event, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment such event not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepaymentsuch applicable event) as a result of the redeployment of funds from the prepaymentsuch event. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Term SOFR Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Term SOFR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Term SOFR Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan Term SOFR Advance on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender Xxxxxx would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance accelerated or paid before the end of the Interest Period for such Term SOFR Advance, whether voluntarily, involuntarily, or otherwise, including without limitation any principal payment required upon maturity when the Borrower has elected an Interest Period that extends beyond the scheduled maturity date of such Loan and any principal payment required following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation, application of insurance proceeds, or otherwise. Such Interest Differential shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.4 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 10 days after receipt thereof.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance Loan is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.202.19, the Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) or a Eurocurrency Eurodollar Advance is not made (whether by borrowing, continuation or conversion) on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan or an optional prepayment, notice of which has been given in accordance with Section 2.6, is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan not made on the date specified therefor in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20such notice, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Lender’s costsEurodollar Advance. In the case of a Eurodollar Advance, expenses and Interest Differential (as such loss, cost or expense shall be deemed to include an amount determined by such LenderLender to be the excess, if any, of (A) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender that would have earned (from accrued on the investments in money markets as of the Borrowing Date principal amount of such Advance) Eurodollar Advance if such event had prepayment not occurred and at the interest Eurodollar Rate applicable to such Lender will actually earn (Eurodollar Advance for the period from like investments in money markets as of the date of prepayment) as a result such event to the last day of the redeployment then current Interest Period therefor (or in the case of funds from a failure to borrow, convert or continue, for the prepayment. Because period that would have been the Interest Period for such Eurodollar Advance) over (B) the amount of interest that would accrue on the short-term nature principal amount of this facility, such Eurodollar Advance for the same period if the Eurodollar Rate were set on the date such Eurodollar Advance was prepaid or converted or the date on which the Borrower agrees that Interest Differential shall not be discounted failed to its present valueborrow, convert or continue such Eurodollar Advance.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Eurodollar Advance is not made on the date specified by the applicable Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the applicable Borrower fails to borrow, convert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.20, the Borrower Borrowers jointly and severally will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the each Borrower agrees that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower of such Advance for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower of a Eurocurrency Loan fails to borrow, convert, continue or prepay any such Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower of such Eurocurrency Loan pursuant to Section 2.20, the Company and such Borrower will indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees Borrowers agree that Interest Differential shall not be discounted to its present value.

Funding Indemnification. If (a) any payment of a Eurocurrency Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Eurodollar Advance is not made on the date specified by the a Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the any Borrower fails to borrow, convert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.20, 2.20 the Borrower Borrowers will jointly and severally indemnify each Lender for such Lender’s costs, expenses and Interest Differential (as reasonably determined by such LenderLender in good faith) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.the

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan Advance on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s documented, actual out-of-pocket costs, expenses and Interest Differential (as determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including any principal payment made following default, demand for payment, acceleration, collection proceedings, bankruptcy or other insolvency proceedings or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. If (a) any payment of a Eurocurrency EurocurrencySOFR Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency EurocurrencySOFR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency EurocurrencySOFR Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency EurocurrencySOFR Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency EurocurrencySOFR Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such LenderXxxxxx’s costs, expenses and Interest Differential (as reasonably determined by such LenderLender in a manner consistent with its other credit facilities generally) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender Xxxxxx would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.of

Funding Indemnification. If (a) any payment of a Eurocurrency Term SOFR Advance occurs on a date which that is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) or a Eurocurrency Term SOFR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s reasonable costs, expenses and Interest Differential (as reasonably determined by such Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to means the greater of zero or and the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay the Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment.

Funding Indemnification. If (a) any payment of a Eurocurrency Term SOFR Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Term SOFR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, (c) a Eurocurrency Term SOFR Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Term SOFR Loan on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Term SOFR Loan is assigned by any Lender which is not a Defaulting Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s costs, reasonable out-of-pocket costs and expenses (other than funding costs and expenses) and Interest Differential (as reasonably determined by such Lender) incurred as a result of such prepaymentthe applicable event. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepaymentthe applicable foregoing event, calculated as the difference between the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value.would

Funding Indemnification. If (a) any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the LendersLender, (c) a Eurocurrency Loan Advance is converted other than on the last day of the Interest Period applicable thereto, or (d) the Borrower fails to borrow, convert, continue or prepay any Eurocurrency Loan Advance on the date specified in any notice delivered pursuant hereto, or (e) any Eurocurrency Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each the Lender for such the Lender’s costs, expenses and Interest Differential (as determined by such the Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest such the Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such the Lender will actually earn (from like investments in money markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, the Borrower agrees that Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance paid or that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including without limitation any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower to the Lender whether arising out of a voluntary or mandated prepayment.