Common use of Funding Indemnity Clause in Contracts

Funding Indemnity. If any 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 Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by 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 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 2.4(a) or established pursuant to Section 2.4(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 Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Loan or Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan or such 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 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or such Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or such Swing Loan, on the date specified in a notice given pursuant to Section 2.4(a) 1.2 or established pursuant to Section 2.4(c1.6(a) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or such Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or such Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 absent manifest error.

Funding Indemnity. If any Lender 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 Lender Bank to fund or maintain any Eurodollar Eurocurrency Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderBank) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 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 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 2.4(a2.5(a) or established pursuant to Section 2.4(c2.5(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 LenderBank, the Borrower shall pay to such Lender Bank such amount as will reimburse such Lender Bank for such loss, cost or expense. If any Lender 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 Lender 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 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 Lender to fund or maintain any Eurodollar Eurocurrency Loan or Swingline Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or Swingline 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 Swingline 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 2.4(a1.6(a) hereof or established pursuant to Section 2.4(c1.6(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan or Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by 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 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 2.4(a) or established pursuant to Section 2.4(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, or (e) 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 9.5(b), then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by 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 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 2.4(a) or established pursuant to Section 2.4(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) 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 Lender, the applicable Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan or the Swingline 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 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or the Swingline Loan, or to convert a Base Rate Loan into a Eurodollar Loan or the Swingline Loan, on the date specified in a notice given pursuant to Section 2.4(a) or established pursuant to Section 2.4(c1.6(a) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or the Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or the Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan or such Swingline 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 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or such Swingline Loan, or to convert a Base Rate Loan into a Eurodollar Loan, Loan or such Swingline Loan on the date specified in a notice given pursuant to Section 2.4(a2.6(a) or established pursuant to Section 2.4(c) hereof2.2(b), (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or such Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or such Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 Lender 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-re- employment of deposits or other funds acquired by such Lender Bank to fund or maintain any Eurodollar Eurocurrency Loan or Swingline Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderBank) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or Swingline 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 or otherwise) by the Borrower to borrow or continue a Eurodollar Eurocurrency Loan or Swingline 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 2.4(a1.6(a) or established pursuant to Section 2.4(c1.6(c) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan or Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such LenderBank, the Borrower shall pay to such Lender Bank such amount as will reimburse such Lender Bank for such loss, cost or expense. If any Lender 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 Lender 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 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 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 Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan on a date other than the last day of its Interest Period, including without limitation as a result of a reallocation of Revolving Loans pursuant to Section 1.1(b) hereof, (b) any failure (because of a failure to meet the conditions of Section 6 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, Loan or Swing Loan on the date specified in a notice given pursuant to Section 2.4(a1.5(a) or established pursuant to Section 2.4(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 Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by 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 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 2.4(a) or established pursuant to Section 2.4(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) any acceleration of the maturity of a Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, or (e) 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 9.5(b), then, upon the demand of such Lender, the applicable Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan or such Swingline 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 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or such Swingline Loan, or to convert a Base Rate Loan into a Eurodollar Loan, Loan or such Swingline Loan on the date specified in a notice given pursuant to Section 2.4(a2.6(a) or established pursuant to Section 2.4(c) hereof2.2(b), (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or such Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or such Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Eurocurrency Loan or Swingline Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or Swingline 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 Swingline 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 2.4(a1.6(a) hereof or established pursuant to Section 2.4(c1.6(c) hereof, , (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Eurocurrency Loan or Swingline Loan when due (whether by acceleration or otherwise), or or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender 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, pursuant to Section 9.5 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 3 or otherwise) by the any Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Rate Loan or Daily Floating LIBOR Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.4(a) or established pursuant to Section 2.4(c2.5(a) 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 Lender, the Borrower Borrowers shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 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 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 LenderLender 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, pursuant to Section 9.5 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 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 Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.4(a) or established pursuant to Section 2.4(c) 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 Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar EurodollarEurocurrency Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan or SwingEurocurrency 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 or otherwise) by the Borrower Borrowers to borrow or continue a Eurodollar EurodollarEurocurrency Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan, EurodollarEurocurrency Loan or Swing Loan on the date specified in a notice given pursuant to Section 2.4(a1.6(a) or established pursuant to Section 2.4(c) 1.7 hereof, (c) any failure by the Borrower Borrowers to make any payment or prepayment of principal on any Eurodollar EurodollarEurocurrency Loan or Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar EurodollarEurocurrency Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower Borrowers shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 shall be conclusive if reasonably calculated shall be prima facie evidence of the amount of such loss, cost or expensedetermined.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any lossloss (calculated as yield losses for funds incurring interest at lower rates in the interbank Eurodollar market), cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such 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 Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 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 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, Loan or Swing Loan on the date specified in a notice given pursuant to Section 2.4(a1.5(a) or established pursuant to Section 2.4(c) 1.15 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 Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 absent manifest error.

Funding Indemnity. If any 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 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 LenderLender 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, pursuant to Section 9.5 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 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 Loan or Swing Loan, on the date specified in a notice given pursuant to Section 2.4(a) or established pursuant to Section 2.4(c2.5(a) 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 Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 Lender shall incur any loss, cost or expense (including, without limitation, including 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 Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender or by reason of interest rate swap agreements or the liquidation of other Hedge Agreements or incurred by reason of an assignment required by Section 10.2(b)) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 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 3 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to convert a Base Prime Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.4(a) 2.5(a), other than as a result of the application of Sections 8.2 or established pursuant to Section 2.4(c) hereof8.3, (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 written demand of such Lender, the Borrower shall pay to such Lender such an amount (the “LIBOR Breakage Fee”), as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the calculated by Administrative Agent, a certificate executed by an officer of such Lender setting forth equal to the amount of such lossany losses, cost or expense in reasonable detail expenses and liabilities (including an explanation without limitation any loss of margin and anticipated profits) each Lender may sustain as a result of such default or payment. Borrower understands, agrees and acknowledges that: (i) Lenders do not have any obligation to purchase, sell and/or match funds in connection with the use of LIBOR Rate as a basis for calculating the rate of interest on a Eurodollar Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) Borrower has accepted the computation LIBOR Rate as a reasonable and fair basis for calculating the LIBOR Breakage Fee and other funding losses incurred by any Lender. Borrower further agrees to pay the LIBOR Breakage Fee and other funding losses, if any, whether or not any Lender elects to purchase, sell and/or match funds. Solely for purposes of such losscalculating amounts payable by Borrower to the Lenders under this Section 8.1 and under Section 8.4(a), cost each Eurodollar Loan made by a Lender (and each related reserve, special deposit or expensesimilar requirement) and the amounts shown on such certificate if reasonably calculated shall be prima facie evidence of conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such Eurodollar Loan by a matching deposit or other borrowing in the interbank Eurodollar market for a comparable amount of and for a comparable period, whether or not such loss, cost or expenseEurodollar Loan is in fact so funded.

Funding Indemnity. If any 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 Lender to fund or maintain any Eurodollar Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan or the Swingline 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 or otherwise) by the Borrower to borrow or continue a Eurodollar Loan or the Swingline Loan, or to convert a Base Rate Loan into a Eurodollar Loan or the Swingline Loan, on the date specified in a notice given pursuant to Section 2.4(a) or established pursuant to Section 2.4(c1.6(a) hereof, (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar Loan or the Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or the Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 Lender shall incur any lossloss (other than lost profits), cost or expense (including, without limitation, including 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 Lender to fund or maintain any Eurodollar Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan or such Swingline 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 or otherwise) by the Borrower Borrowers to borrow or continue a Eurodollar Loan or such Swingline Loan, or to convert a Base Rate Loan into a Eurodollar Loan, Loan or such Swingline Loan on the date specified in a notice given pursuant to Section 2.4(a2.5(a) or established pursuant to Section 2.4(c) hereof2.1(b), (c) any failure by the Borrower Borrowers to make any payment or prepayment of principal on any Eurodollar Loan or such Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or such Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower Borrowers shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 Lender setting forth the amount computation 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 expenseamounts if reasonably determined.

Funding Indemnity. If any the 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 the Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lenderthe Lender or by reason of breakage of interest rate swap agreements or the liquidation of other hedging contracts or agreements) as a result of: (a1) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar Loan on a date other than the last day of its Interest Period, (b2) any failure (because of a failure to meet the conditions of Section 6 3 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 2.4(a) or established pursuant to Section 2.4(c) hereof), (c3) 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 (d4) 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 the Lender, the Borrower shall pay to such the Lender such amount as will reimburse such the Lender for such loss, cost or expense. If any the 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 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 Lender shall incur any loss, cost or expense (including, without limitation, any lossloss (calculated as yield losses for funds incurring interest at lower rates in the interbank Eurodollar market), cost or expense (excluding loss of margin) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such 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 Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 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 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, Loan or Swing Loan on the date specified in a notice given pursuant to Section 2.4(a1.5(a) or established pursuant to Section 2.4(c) 1.15 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 Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, including 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 Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender or by reason of breakage of interest rate swap agreements or the liquidation of other Hedge Agreements or incurred by reason of an assignment required by Section 10.2(b)) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 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 3 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 2.4(a) 2.5(a), other than as a result of the application of Sections 8.2 or established pursuant to Section 2.4(c) hereof8.3, (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 written demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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 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 Lender to fund or maintain any Eurodollar SOFR Loan or Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment (whether by acceleration, pursuant to Section 9.5 or otherwise)payment, prepayment or conversion of a Eurodollar SOFR Loan or such Swingline 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 or otherwise) by the Borrower to borrow or continue a Eurodollar SOFR Loan or such Swingline Loan, or to convert a Base Rate Loan or Daily Simple SOFR Loan into a Eurodollar Loan, SOFR Loan or such Swingline Loan on the date specified in a notice given pursuant to Section 2.4(a2.6(a) or established pursuant to Section 2.4(c) hereof2.2(b), (c) any failure by the Borrower to make any payment or prepayment of principal on any Eurodollar SOFR Loan or such Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar SOFR Loan or such Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any 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 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.