Common use of Funding Indemnity Clause in Contracts

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Loan 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 otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expense.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting Loan, but excluding any loss of such deposits or amounts paid or prepaid to such Bankmargin) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan 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 ARTICLE 3 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Loan that is a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon within ten (10) days after the written demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Loan 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 otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expense.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar LIBOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar LIBOR Loan 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 otherwise) by the Borrower to borrow or continue a Eurodollar LIBOR Loan, or to convert a Base Rate Loan into a Eurodollar LIBOR Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar LIBOR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar LIBOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender or by reason of breakage of interest rate swap agreements or the liquidation of other hedging contracts or agreements) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan 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 3 or otherwise) by the any Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the any Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or, (d) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, or (e) any assignment required by Section 8.6(b), then, upon the demand of such BankLender, the Borrower Borrowers shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the BorrowerBorrower Representative, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence conclusive absent manifest error. Notwithstanding any other provision of this Agreement, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the amount purposes of this Agreement all determinations hereunder with respect to Eurodollar Loans shall be made as if each Lender had actually funded and maintained each Eurodollar Loan through the purchase of deposits in the interbank eurodollar market having a maturity corresponding to such lossLoan’s Interest Period, cost or expenseand bearing an interest rate equal to LIBOR for such Interest Period.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Loan 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 otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, , (e) then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expense.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar LIBOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar LIBOR Loan 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 otherwise) by the Borrower to borrow or continue a Eurodollar LIBOR Loan, or to convert a Base Rate Loan into a Eurodollar LIBOR Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar LIBOR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar LIBOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, Borrower a certificate executed by an officer of such Bank Lender 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankBank but excluding any Applicable Margin) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Loan 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 Six or otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a2.6(a) hereof or established pursuant to Section 2.5(c2.6(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (a) : any payment (whether by acceleration acceleration, pursuant to Section 9.5 or otherwise), prepayment or conversion of a Eurodollar Loan 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 otherwise) by the a Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a2.4(a) hereof or established pursuant to Section 2.5(c2.4(c) hereof, (c) , any failure by the a Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or (d) or 19 any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the applicable Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the such Borrower, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank Lender 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expense.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender, but excluding any loss of profit) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan or Swing Loan 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 7 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a1.5(a) hereof or established pursuant to Section 2.5(c) 1.14 hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated certificate, absent manifest error, shall be prima deemed prime facie evidence of the amount of such loss, cost or expensecorrect.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan or Swing Loan 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 7 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a1.5(a) hereof or established pursuant to Section 2.5(c) 1.14 hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate shall be conclusive if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expensedetermined.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Eurocurrency Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Eurocurrency Loan 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 otherwise) by the Borrower to borrow or continue a Eurodollar Eurocurrency Loan, or to convert a Base Rate Loan into a Eurodollar Eurocurrency Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Eurocurrency Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or Swing Loan 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 7 or otherwise) by the a Borrower to borrow or continue a Eurodollar Eurocurrency Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Eurocurrency Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a1.5(a) hereof or established pursuant to Section 2.5(c) 1.14 hereof, (c) any failure by the a Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the applicable Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the BorrowerCompany, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima deemed prime facie evidence of the amount of such loss, cost or expensecorrect.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment reemployment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting Loan, but excluding any loss of such deposits or amounts paid or prepaid to such Bankmargin) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan on a date other than the last day of its Interest PeriodPeriod (excluding a release of the Escrow Account Funds pursuant to Section 2.8(c)(ix) of the Original Loan Agreement), (b) any failure (because of a failure to meet the conditions of Section 6 hereof Article 3 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Loan that is a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or, (d) any failure by the Borrower to prepay a Eurodollar Loan on the date specified in a notice of prepayment given pursuant to Section 2.8(a)(i) hereto (including where such notice has been revoked by the Borrower or otherwise (unless such notice may be revoked under Section 2.5 and is revoked in accordance therewith)), (e) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, or (f) any assignment of a Eurodollar Loan on a day prior to the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 8.5, then, upon within ten (10) days after the written demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank Lender shall incur any loss of profit, and any loss, cost or reasonable expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan or Swing Loan 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 7 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a1.5(a) hereof or established pursuant to Section 2.5(c) 1.14 hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the written demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or reasonable expense. If any Bank 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 Bank 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) and the amounts shown on such certificate shall be conclusive if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expensedetermined.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Eurocurrency Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or Swing Loan 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 7 or otherwise) by the any Borrower to borrow or continue a Eurodollar Eurocurrency Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan, Eurocurrency Loan or Swing Loan on the date specified in a notice given pursuant to Section 2.5(a1.6(a) hereof or established pursuant to Section 2.5(c) 1.16 hereof, (c) any failure by the a Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon within 15 days after the demand of by such BankLender, the Borrower Borrowers shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the BorrowerCompany, on behalf of the Borrowers, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima deemed prime facie evidence of the amount of such losscorrect, cost or expenseabsent manifest error.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender, but excluding any loss of profit) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan or Swing Loan 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 7 hereof or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a1.5(a) hereof or established pursuant to Section 2.5(c) 1.14 hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated certificate, absent manifest error, shall be prima deemed prime facie evidence of the amount of such loss, cost or expensecorrect.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan or Swing Loan 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 7 or otherwise) by the any Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a1.5(a) hereof or established pursuant to Section 2.5(c) 1.15 hereof, (c) any failure by the any Borrower to make any payment or prepayment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon within 15 days after the demand of by such BankLender, the Borrower Borrowers shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the BorrowerBorrowers, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima deemed prime facie evidence of the amount of such losscorrect, cost or expenseabsent manifest error.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Eurocurrency Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or Swing Loan 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 7 or otherwise) by the any Borrower to borrow or continue a Eurodollar Eurocurrency Loan or Swing Loan, ,or to convert a Base Rate Loan into a Eurodollar Loan, Eurocurrency Loan or Swing Loan on the date specified in a notice given pursuant to Section 2.5(a1.6(a) hereof or established pursuant to Section 2.5(c) 1.16 hereof, (c) any failure by the a Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon within 15 days after the demand of by such BankLender, the Borrower Borrowers shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the BorrowerCompany, on behalf of the Borrowers, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima deemed prime facie evidence of the amount of such losscorrect, cost or expenseabsent manifest error.

Funding Indemnity. If any Bank (including for such purposes, the Agent in the case of a Swing Loan which is a Fixed Rate Loan) shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Fixed Rate Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Fixed Rate Loan on a date other than the last day of its Interest PeriodPeriod (unless and to the extent resulting solely from the operation of Section 10.1 hereof), (b) any failure (because of a failure to meet the conditions of Section 6 hereof 7 or otherwise) by the Borrower to borrow a Fixed Rate Loan on the date specified in a notice given pursuant to Section 1.6(a) or 1.14(c), as the case may be, (c) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by the Borrower to continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof1.6(a), (cd) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Fixed Rate Loan when due (whether by acceleration or otherwise), or (de) any acceleration of the maturity of a Eurodollar Fixed Rate Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be deemed prima facie evidence of the amount of such loss, cost or expensecorrect.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender or by reason of breakage of interest rate swap agreements or the liquidation of other hedging contracts or agreements) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Swing Loan 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 3 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Loan 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 Article 6 hereof or otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expense.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender or by reason of breakage of interest rate swap agreements or the liquidation of other hedging contracts or agreements) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Loan 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 3 or otherwise) by the Borrower Borrowers to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c2.3(a) hereof, (c) any failure by the Borrower Borrowers to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the Borrower Borrowers shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the BorrowerBorrowers, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Loan 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 otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan when due (whether by acceleration or otherwise), , (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 11.18; or (de) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, . then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expense.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Eurocurrency Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Eurocurrency Loan 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 otherwise) by the Borrower to borrow or continue a Eurodollar Eurocurrency Loan, or to convert a Base Rate Loan into a Eurodollar Eurocurrency Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan (x) when due (whether by acceleration or otherwise), or (y) on the date specified in a notice of prepayment, or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent manifest error.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment re‑employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (ai) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Loan or Swing Loan on a date other than the last day of its Interest PeriodPeriod for any reason, (bii) any failure (because of a failure to meet the conditions of Section 6 hereof Borrowing or otherwise) by the a Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Domestic Rate Loan into a Eurodollar Loan or such Swing Loan, in each case on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereofthis Agreement, (ciii) any failure by the a Borrower to make any payment or prepayment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise), or, (div) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, or (v) any assignment of a Eurodollar Loan other than on the last of the Interest Period applicable thereto as a result of the request of the Company pursuant to Section 2.11 hereof; then, upon the demand of such BankLender, the applicable Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the BorrowerCompany, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank Lender 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) and the amounts shown on such certificate if reasonably calculated shall be deemed prima facie evidence of the amount of such loss, cost or expensecorrect.

Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain any Eurodollar Eurocurrency Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan on a date other than the last day of its Interest Period, except as provided in Section 11.1 hereof, (b) any failure (because of a failure to meet the conditions of Section 6 hereof 5 or otherwise) by the Borrower to borrow or continue a Eurodollar Eurocurrency Loan, or to convert a Base Domestic Rate Loan into a Eurodollar Eurocurrency Loan, on the date specified in a notice given pursuant to Section 2.5(aany of Sections 1.5(a) or 2.3 hereof or established pursuant to Section 2.5(cSections 1.5(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expenseconclusive absent demonstrable error.

Funding Indemnity. If any Bank Lender shall incur any lossloss (other than loss of profits), cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment re‑employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender) as a result of: (ai) any payment (whether by acceleration or otherwise), prepayment or conversion of a Eurodollar Loan or Swing Loan on a date other than the last day of its Interest PeriodPeriod for any reason, (bii) any failure (because of a failure to meet the conditions of Section 6 hereof Borrowing or otherwise) by the a Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or such Swing Loan, in each case on the date specified in a notice given pursuant to Section 2.5(a) hereof or established pursuant to Section 2.5(c) hereofthis Agreement, (ciii) any failure by the a Borrower to make any payment or prepayment of principal on any Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise), or, (div) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, or (v) any assignment of a Eurodollar Loan other than on the last of the Interest Period applicable thereto as a result of the request of the Company pursuant to Section 2.11 hereof; then, upon the demand of such BankLender, the applicable Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the BorrowerCompany, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank Lender 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) and the amounts shown on such certificate if reasonably calculated shall be deemed prima facie evidence of the amount of such loss, cost or expensecorrect.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment re‑employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Eurocurrency Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender, but excluding any loss of profit) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or Swing Loan 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 7 hereof or otherwise) by the a Borrower to borrow or continue a Eurodollar Eurocurrency Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Eurocurrency Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a1.5(a) hereof or established pursuant to Section 2.5(c) 1.14 hereof, (c) any failure by the a Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the such Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank Lender makes such a claim for compensation, it shall provide to the applicable Borrower, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank 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) and the amounts shown on such certificate if reasonably calculated certificate, absent manifest error, shall be prima deemed prime facie evidence of the amount of such loss, cost or expensecorrect.

Funding Indemnity. If any Bank Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Bank Lender to fund or maintain any Eurodollar Eurocurrency Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such BankLender, but excluding any loss of profit) as a result of: (a) any payment (whether by acceleration or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or Swing Loan 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 7 hereof or otherwise) by the Borrower to borrow or continue a Eurodollar Eurocurrency Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Eurocurrency Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.5(a1.5(a) hereof or established pursuant to Section 2.5(c) 1.14 hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such BankLender, the Borrower shall pay to such Bank Lender such amount as will reimburse such Bank Lender for such loss, cost or expense. If any Bank 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 Bank 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) and the amounts shown on such certificate if reasonably calculated certificate, absent manifest error, shall be prima deemed prime facie evidence of the amount of such loss, cost or expensecorrect.