Common use of Funding Indemnity and other Losses Clause in Contracts

Funding Indemnity and other Losses. In the event of (a) the payment of any principal of a Term Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), or (b) the failure by the Borrower to issue a duly completed Notice of Term Loan Borrowing in accordance with Section 2.3(d) following an Exchange Rate Acceptance or to borrow, prepay or continue any Term Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event provided however that the Borrower shall not be obligated to indemnify any Lender or the Administrative Agent to the extent that a failure to borrow is caused by the default or negligence of such Lender or the Administrative Agent. In the event of (a) above in relation to a Lender, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Term Loan if such event had not occurred at the LIBOR Rate applicable to such Term Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow or continue, for the period that would have been the Interest Period for such Term Loan) over (B) the amount of interest which that Lender would be able to obtain by placing an amount equal to the relevant principal amount on deposit with a lending bank in the London Interbank market for the same period. If any Lender or the Administrative Agent makes such a claim for indemnification under this Section, it shall provide to the Borrower a certificate executed by an officer of such Person setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) no later than one hundred twenty (120) days after the event giving rise to the claim for indemnification. In any event, the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the 120th day preceding such written demand. In the event the Borrower fails to borrow the Term Loans on the date stated in a Notice of Term Loan Borrowing, the Borrower shall indemnify the Administrative Agent within five (5) Business Days of written demand in an amount equal to (i) the excess (if any) of the Sterling Amount (determined on the Exchange Call) over the amount of GBP received by the Administrative Agent after the Administrative Agent has exchanged the Dollar Drawdown Amount into GBP (the “Excess Amount”) at a rate of exchange on a spot basis reasonably commensurate with indicative spot rates of exchange on Bloomberg Markets as FX for settling the purchase of GBP with Dollars, which exchange the Administrative Agent shall make promptly on, and shall notify the Borrower thereof (including the amount of GBP received and the amount of any such excess) on, the date which would have otherwise been the Funding Date; and (ii) interest at the rate per annum which accurately reflects the Administrative Agent’s costs of financing the Excess Amount from whatever source it may reasonably select commencing on the date which would have otherwise been the Funding Date to but excluding the date on which the Administrative Agent receives the indemnified amount described in clauses (i) and (ii) foregoing from the Borrower.

Funding Indemnity and other Losses. In the event of (a) the payment of any principal of a the Term Loan other than on the last day of the Interest Period applicable thereto a Repayment Date or Scheduled Maturity Date (including as a result of an Event of DefaultDefault or an Event of Loss), or (b) the failure by the Borrower to issue a duly completed Notice of Term Loan Borrowing in accordance with Section 2.3(d) following an Exchange Rate Acceptance or to borrow, prepay or continue any the Term Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) Business Days after written demand from the Administrative Agent or such Lender, for any loss, cost or expense attributable to such event provided event; provided, however that the Borrower shall not be obligated to indemnify any Lender or the Administrative Agent to the extent that a failure to borrow is caused by the default or negligence of such Lender or the Administrative Agent. In the event of (a) above in relation to a Lender, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such the Term Loan if such event had not occurred at the LIBOR Rate applicable to such the Term Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow or continue, for the period that would have been the Interest Period for such the Term Loan) over (B) the amount of interest which that Lender would be able to obtain by placing an amount equal to the relevant principal amount on deposit with a lending bank in the London Interbank market for the same period. If any Lender or the Administrative Agent makes such a claim for indemnification under this SectionSection 2.14, it shall provide to the Borrower a certificate executed by an officer of such Person setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) no later than one hundred twenty (120) days after the event giving rise to the claim for indemnification. In any event, the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the 120th day preceding such written demand. In the event the Borrower fails to borrow the Term Loans on the date stated in a Notice of Term Loan Borrowing, the Borrower shall indemnify the Administrative Agent within five (5) Business Days of written demand in an amount equal to (i) the excess (if any) of the Sterling Amount (determined on the Exchange Call) over the amount of GBP received by the Administrative Agent after the Administrative Agent has exchanged the Dollar Drawdown Amount into GBP (the “Excess Amount”) at a rate of exchange on a spot basis reasonably commensurate with indicative spot rates of exchange on Bloomberg Markets as FX for settling the purchase of GBP with Dollars, which exchange the Administrative Agent shall make promptly on, and shall notify the Borrower thereof (including the amount of GBP received and the amount of any such excess) on, the date which would have otherwise been the Funding Date; and (ii) interest at the rate per annum which accurately reflects the Administrative Agent’s costs of financing the Excess Amount from whatever source it may reasonably select commencing on the date which would have otherwise been the Funding Date to but excluding the date on which the Administrative Agent receives the indemnified amount described in clauses (i) and (ii) foregoing from the Borrower.