Common use of Funding Indemnity Clause in Contracts

Funding Indemnity. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss or expense incurred by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such Libor Loan or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive evidence thereof.

Funding Indemnity. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, or fails for any reason to borrow, convert, rollover or otherwise act in accordance with a notice given hereunder pursuant to Schedule B, Schedule C, Schedule D or Schedule E, the Borrower shall indemnify the applicable each Lender for any resulting loss or expense incurred by such Lender as a direct result thereof including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such the Libor Loan or other Borrowing or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan or other Borrowing together with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person Person designated to purchase such Bankers' Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person Person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) submitted by such Lender setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive be prima facie evidence thereof.

Funding Indemnity. IfIn the event any Lender shall incur any loss, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss (including loss of profit profit), cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment re-employment of deposits or other funds acquired or contracted to be acquired by such Lender to fund or maintain its part of any LIBOR Portion or the relending or reinvesting of such Libor Loan or any increased interest deposits or other charges payable funds or amounts paid or prepaid to lenders such Lender) as a result of: any payment of funds borrowed in order to maintain such Libor Loan together with any a LIBOR Portion on a date other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, than the last day of the then applicable Interest Period for any reason whatsoever reason, whether before or after default, and whether or not such payment is required or permitted pursuant to the by any provisions of this Agreement, the Agent ; or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt failure by the Agent Company to create, borrow, continue or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance effect by conversion a LIBOR Portion on the date specified in a notice given pursuant to this Agreement; then, upon the demand of such proceeds are payable hereunderLender, the Borrower Company shall indemnify pay to the Agent and each applicable for the account of such Lender such amount as will reimburse such Lender for any resulting such loss, cost or expense. If a Lender requests such a reimbursement, it shall provide to the Company (with a copy to the Agent) a certificate setting forth the computation of the loss, cost or expense giving rise to the request for reimbursement in reasonable detail and such certificate shall be conclusive if reasonably determined; provided, however, that the Company shall not be obligated to pay any such amount or amounts to the extent such loss, cost or expense was incurred by the Agent or such Lender by reason of or arising as a result more than ninety (90) days prior to the date of the non-receipt or delayed receipt by the Agent or such Lender delivery of such proceeds, including without limitation, any losses which certificate (nothing herein to impair or otherwise affect the Agent or such Lender may incur if it arranges Company's liability hereunder to compensate for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent subsequent loss, cost, or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses expense incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive evidence thereofLender).

Funding Indemnity. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, or fails for any reason to borrow, convert, rollover or otherwise act in accordance with a notice given hereunder pursuant to Schedule B, Schedule C, Schedule D or Schedule E, the Borrower shall indemnify the applicable each Lender for any resulting loss or expense incurred by such Lender as a direct result thereof including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such the Libor Loan or other Borrowing or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan or other Borrowing together with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' ’ Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person Person designated to purchase such Bankers' ’ Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' ’ Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person Person designated to purchase such Bankers' ’ Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) submitted by such Lender setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive be prima facie evidence thereof.

Funding Indemnity. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss or expense incurred by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such Libor Loan or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' ’ Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' ’ Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' ’ Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' ’ Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive evidence thereof.

Funding Indemnity. IfIf any Lender shall incur any loss, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss of profit loss, cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment re-employment of deposits or other funds acquired by such Lender to fund or maintain such Libor any RFR Loan, Eurocurrency Loan, or Swingline Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender, but excluding loss of profit and Applicable Margin) as a result of: (a) any increased payment, prepayment or conversion of aan RFR Loan, Eurocurrency Loan, or Swingline Loan that bears interest based on the Quoted Rate on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 6 hereof or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs or expenses incurred otherwise) by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of to borrow or continue aan RFR Loan, Eurocurrency Loan, or Swingline Loan, or to convert a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance Domestic Rate Loan into aan EurocurrencyRFR Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof or established pursuant to Section 1.6(c) hereof, (c) any failure by the Borrower to make any payment of principal on any RFR Loan, Eurocurrency Loan, or Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurocurrency Loan or Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such proceeds are payable hereunderLender, the Borrower shall indemnify the Agent and each applicable pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any resulting Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate executed by an officer of such Lender setting forth the amount of such loss, cost or expense incurred by the Agent or such Lender by reason in reasonable detail (including an explanation of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for and the determination computation of such loss, cost or expense) and the amount necessary to indemnify amounts shown on such Lender certificate if reasonably calculated shall be, in the absence of be conclusive absent manifest error, conclusive evidence thereof. Section 1.13.

Funding Indemnity. IfIn the event any Lender shall incur any loss, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss (including loss of profit profit), cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by such Lender to fund or maintain its part of any LIBOR Portion or the relending or reinvesting of such Libor Loan or any increased interest deposits or other charges payable funds or amounts paid or prepaid to lenders such Lender) as a result of: (i) any payment of funds borrowed in order to maintain such Libor Loan together with any a LIBOR Portion on a date other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, than the last day of the then applicable Interest Period for any reason whatsoever reason, whether before or after default, and whether or not such payment is required or permitted pursuant to the by any provisions of this Agreement, the Agent ; or (ii) any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt failure by the Agent Company to create, borrow, continue or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance effect by conversion a LIBOR Portion on the date specified in a notice given pursuant to this Agreement; then, upon the demand of such proceeds are payable hereunderLender, the Borrower Company shall indemnify pay to the Agent and each applicable for the account of such Lender such amount as will reimburse such Lender for any resulting such loss, cost or expense. If a Lender requests such a reimbursement, it shall provide to the Company (with a copy to the Agent) a certificate setting forth the computation of the loss, cost or expense giving rise to the request for reimbursement in reasonable detail and such certificate shall be conclusive if reasonably determined; provided, however, that the Company shall not be obligated to pay any such amount or amounts to the extent such loss, cost or expense was incurred by the Agent or such Lender by reason of or arising as a result more than ninety (90) days prior to the date of the non-receipt or delayed receipt by the Agent or such Lender delivery of such proceeds, including without limitation, any losses which certificate (nothing herein to impair or otherwise affect the Agent or such Lender may incur if it arranges Company's liability hereunder to compensate for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent subsequent loss, cost, or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses expense incurred by the Agent or such Lender relative theretoLender). In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive evidence thereofSection 2.10.

Funding Indemnity. IfBorrowers, for jointly and severally, promise to indemnify Agent and each Lender and to hold Agent and each Lender harmless from any reason whatsoever and whether loss or not required expense which Agent or permitted pursuant to such Lender may sustain or incur (other than through Agent or such Lender's gross negligence or willful misconduct) as a consequence of (a) default by any Borrower in making a borrowing of or continuation of LIBOR Rate Loans after Administrative Borrower or any Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, the (b) default by any Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day in making any prepayment of a Libor Interest Period applicable to such Libor Loan, the LIBOR Rate Loan after Administrative Borrower shall indemnify the applicable Lender for any resulting loss or expense incurred by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such Libor Loan or any increased interest or other charges payable to lenders of funds borrowed Borrower has given a notice thereof in order to maintain such Libor Loan together accordance with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, and (c) the making of a prepayment of LIBOR Rate Loans on a day which is not the last day of an Interest Period with respect thereto. With respect to LIBOR Rate Loans, such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such LIBOR Rate Loans provided for herein over (ii) the amount of interest (as reasonably determined by Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable such Lender) which would have accrued to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank LIBOR market. This covenant shall survive the termination of such proceeds this Agreement and the Agent or such Lender does not receive such proceeds from payment of the person designated to purchase such Bankers' Acceptance on the date such proceeds are Loans and all other amounts payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive evidence thereof.

Funding Indemnity. IfWith respect to Loans that are not RFR Loans, for in the event of (i) the payment of any reason whatsoever and whether or not required or permitted pursuant to the provisions principal of this Agreement, the Borrower repays, prepays, converts or cancels a Libor any Term Benchmark Loan other than on the last day of a Libor an Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss or expense incurred by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such Libor Loan or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance thereto (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the non-receipt conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or delayed receipt prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto or (iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Agent Lead Borrower pursuant to Section 8.5, then, in any such event, the Lead Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof is entitled to receive pursuant to this Section and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for requesting such amounts shall be delivered to the determination of Lead Borrower and shall be conclusive absent manifest error. The Lead Borrower shall pay such Lender the amount necessary shown as due on any such certificate within 10 days after receipt thereof. With respect to indemnify such Lender shall beRFR Loans, in the absence event of (i) the payment of any principal of any RFR Loan other than on the interest payment date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto or (iii) the assignment of any RFR Loan other than on the interest payment date applicable thereto as a result of a request by the Lead Borrower pursuant to Section 8.5, then, in any such event, the Lead Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and the basis for requesting such amounts shall be delivered to the Lead Borrower and shall be conclusive absent manifest error, conclusive evidence . The Lead Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Funding Indemnity. IfIf (a) any payment of a Term SOFR Borrowing occurs on a date that is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise; (b) a Term SOFR Borrowing is not made on the date specified by the Borrower for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels other than default by a Libor Loan Lender; (c) a Term SOFR Borrowing is converted other than on the last day of a Libor the Interest Period applicable thereto; (d) the Borrower fails to such Libor Loanborrow, convert, continue or prepay a Term SOFR Borrowing on the date specified in any notice delivered pursuant hereto; or (e) a Term SOFR Borrowing 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; then the Borrower shall indemnify the applicable each Lender for any resulting loss or expense incurred such Lender’s reasonable costs, expenses and Interest Differential (as reasonably determined by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such Libor Loan or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs or expenses Lender) incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising as a result of such prepayment. The term “Interest Differential” means the non-receipt or delayed receipt greater of zero and the financial loss incurred by the Agent or Lender resulting from prepayment, calculated as the difference between (x) the amount of interest such Lender would have earned had prepayment of the applicable Term SOFR Borrowing not occurred and (y) the amount of interest such proceedsLender would earn if funds from such Term SOFR Borrowing were redeployed from the date of prepayment in a like investment. Because of the short-term duration of any Interest Period, the Borrower agrees that the 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 Borrowing, whether voluntarily, involuntarily, or otherwise, including without limitationlimitation 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 losses which the Agent Lender setting forth any amount or amounts that such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and any costs which the Agent or shall be conclusive absent manifest error. The Borrower shall pay such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify shown as due on any such Lender shall be, in the absence of manifest error, conclusive evidence certificate within 10 days after receipt thereof.

Funding Indemnity. IfUpon: (i) any default by Borrower in borrowing any portion of the Loan as, for converting the Loan into, or continuing the Loan as, a SOFR Loan following Borrower’s delivery of a borrowing request or continuation/conversion notice hereunder, (ii) if the Loan is then a SOFR Loan, any reason whatsoever and whether or prepayment of the Loan on any day that is not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of the relevant Interest Accrual Period (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), (iii) any failure by Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise), or (iv) any acceleration of the maturity of a Libor Interest Period applicable to such Libor LoanSOFR Loan as a result of the occurrence of any Event of Default hereunder, the Borrower shall indemnify pay an amount (“Breakage Fee”), as calculated by any Lender, equal to the applicable Lender for amount of any resulting loss or expense incurred by losses, expenses and liabilities that such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such Libor Loan or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of actually sustains as a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender result of such proceeds default or payment. Borrower understands, agrees and the Agent or acknowledges that: (A) such Lender does not receive have any obligation to purchase, sell and/or match funds in connection with the use of the Term SOFR Rate as a basis for calculating the rate of interest at any such proceeds from times as the person designated Loan is a SOFR Loan, (B) the Term SOFR Rate may be used merely as a reference in determining such rate, and (C) Borrower has accepted the Term SOFR Rate as a reasonable and fair basis for calculating the Breakage Fee and other funding losses incurred by such Lender. Borrower further agrees to purchase such Bankers' Acceptance on pay the date such proceeds are payable hereunderBreakage Fee and other funding losses, the if any, whether or not a Lender elects to purchase, sell and/or match funds. Borrower shall indemnify pay such Lender all Breakage Fees within five (5) days following such Lender’s request for payment of such fees. If any Lender makes such a claim for compensation, it shall provide to Borrower, with a copy to the Agent and each applicable Lender for any resulting Administrative Agent, a certificate setting forth the amount of such loss, cost or expense incurred by the Agent or such Lender by reason in reasonable detail (including an explanation of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for and the determination computation of such loss, cost or expense) and the amount necessary to indemnify amounts shown on such Lender certificate shall be, in the absence of manifest error, conclusive evidence thereofbe deemed prima facie correct.

Funding Indemnity. IfThe Borrowers, for jointly and severally, promise to indemnify each Lender and to hold each Lender harmless from any reason whatsoever and whether loss or not required expense which such Lender may sustain or permitted pursuant to incur (other than through such Lender's gross negligence or willful misconduct) as a consequence of (a) default by the Borrowers in making a borrowing of, conversion into or extension of Eurodollar Loans after the Borrowers have given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower repaysBorrowers in making any prepayment of a Eurodollar Loan after the Borrowers have given a notice thereof in accordance with the provisions of this Credit Agreement, prepays, converts or cancels (c) the making of a Libor Loan other than prepayment of Eurodollar Loans on a day which is not the last day of a Libor an Interest Period applicable to such Libor Loanwith respect thereto, (d) default by the Borrower shall indemnify Borrowers in making a borrowing of Bid Loans after the applicable Lender for any resulting loss or expense incurred by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of Borrowers have given a notice requesting the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such Libor Loan or any increased interest or other charges payable to lenders of funds borrowed same in order to maintain such Libor Loan together accordance with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Credit Agreement, (e) default by the Agent or Borrowers in making any Lender provides prepayment of a Bid Loan after the Borrower Borrowers have given a notice thereof in accordance with the anticipated discounted proceeds provisions of sale this Credit Agreement or (f) the making of a Bankers' Acceptance prepayment of Bid Loans on a day which is not the maturity date with respect thereto. With respect to Revolving Loans that are Eurodollar Loans, such indemnification may include an amount equal to the excess, if any, of (less any fees payable i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or extended, for the period from the date of such prepayment or of such failure to borrow, convert or extend to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or extend, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein but exclusive of the Applicable Percentage over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in respect thereof) on any day prior to the receipt by interbank Eurodollar market. This covenant shall survive the Agent or such Lender termination of such proceeds this Credit Agreement and the Agent or such Lender does not receive such proceeds from payment of the person designated to purchase such Bankers' Acceptance on the date such proceeds are Loans and all other amounts payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive evidence thereof.