Common use of Funding Indemnity Clause in Contracts

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a SOFR 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 4 or otherwise) by Borrower to borrow or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR Loan on the date specified in a notice given pursuant to Section 2.6(a), (c) any failure by Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, 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 Borrower, with a copy to Administrative Agent, a certificate 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 and binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any 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, prepayment or conversion of a 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 4 7 or otherwise) by the Borrower to borrow or continue a SOFR Loan or such Swingline Loan, or to convert a Base Rate Loan into a SOFR Loan or such Swingline Loan on the date specified in a notice given pursuant to Section 2.6(a) or 2.2(b), (c) any failure by the Borrower to make any payment of principal on any SOFR Loan or such Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a 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 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 and binding on Borrower absent manifest error.

Funding Indemnity. If In the event any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan LIBOR Portion or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender, but excluding any loss of profit) as a result of: (a) any payment, payment or prepayment or conversion of a SOFR Loan LIBOR Portion on a date other than the last day of its Interest Period,Period for any reason, whether before or after default, and whether or not such payment is required by any of the provisions of this Agreement; (b) any failure (because of a failure to meet the conditions of Section 4 7 hereof or otherwise) by Borrower the Company to borrow create, borrow, continue or continue effect by conversion a SOFR Loan, or to convert a Base Rate Loan into a SOFR Loan LIBOR Portion on the date specified in a notice given pursuant to Section 2.6(a),this Agreement hereof; or (c) any failure by Borrower the Company to make any payment of principal on any SOFR Loan LIBOR Portion when due (whether by acceleration acceleration, mandatory prepayment or otherwise), or (d) any acceleration of the maturity of a SOFR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, Borrower the Company 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 Borrower, with a copy to Administrative Agent, the Company 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 and binding on Borrower absent manifest errordeemed prima facie correct.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting Eurodollar Loan, but excluding any loss of such deposits or amounts paid or prepaid to such Lendermargin) as a result of: (a) any payment, prepayment or conversion of a SOFR 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 4 3 or otherwise) by the Borrower to borrow or continue a SOFR Eurodollar Loan, or to convert a Loan that is a Base Rate Loan into a SOFR Loan Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.6(a)2.5(a) hereof, (c) any failure by the Borrower to make any payment of principal on any SOFR Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon within ten days after 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 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 and binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR LIBOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a SOFR LIBOR Loan on a date other than the last day of its Interest PeriodPeriod (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 10.1 hereof), (b) any failure (because of other than due to a failure Lender failing to meet fund or convert a properly requested Loan when the Borrower has met the conditions of Section 4 or otherwise7 herein) by the Borrower to borrow or continue a SOFR LIBOR Loan, or to convert a Base Rate Loan into a SOFR LIBOR Loan on the date specified in a notice given pursuant to Section 2.6(a1.6(a) hereof (including any notice that is subsequently revoked),, or (c) any failure by the Borrower to make any payment of principal on any SOFR LIBOR Loan when due (whether by acceleration or otherwise), or (dincluding when specified in a notice given pursuant to Section 1.9 hereof) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest errorif reasonably deemed prime facie correct.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR 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: (ai) any payment, payment or prepayment or conversion of a SOFR 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 4 Borrowing or otherwise) by a Borrower to borrow or continue refund a SOFR Loan, Eurodollar Loan or to convert a Base Rate Loan into a SOFR Swing Loan on the date specified in a notice given pursuant to Section 2.6(a)this Agreement, (ciii) any failure by a Borrower to make any payment of principal on any SOFR Eurodollar Loan or Swing Loan when due (whether by acceleration or otherwise), or (div) any acceleration of the maturity of a SOFR 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 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 Borrowerthe Company, with a copy to Administrative the 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 and binding on Borrower absent manifest errordeemed prima facie correct.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of:: 744209099 20664705 (a) any payment, prepayment or conversion of a SOFR 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 4 or otherwise) by Borrower to borrow or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR Loan on the date specified in a notice given pursuant to Section 2.6(a2.5(a), (c) any failure by Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, 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 Borrower, with a copy to Administrative Agent, a certificate 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 and binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense 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 SOFR LIBOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a SOFR LIBOR Loan on a date other than the last day of its Interest PeriodPeriod (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 10.1 hereof), (b) any failure (because of other than due to a failure Lender failing to meet fund or convert a properly requested Loan when the Borrower has met the conditions of Section 4 or otherwise7 herein) by the Borrower to borrow or continue a SOFR LIBOR Loan, or to convert a Base Rate Loan into a SOFR LIBOR Loan on the date specified in a notice given pursuant to Section 2.6(a1.6(a) hereof (including any notice that is subsequently revoked),, or (c) any failure by the Borrower to make any payment of principal on any SOFR LIBOR Loan when due (whether by acceleration or otherwise), or (dincluding when specified in a notice given pursuant to Section 1.9 hereof) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest errorif reasonably deemed prime facie correct.

Funding Indemnity. If any the Lender shall incur any loss, cost or expense (including including, without limitation, any lossreasonable costs and expenses incurred, cost or expense (excluding loss of profit) incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such the Lender to fund or maintain any SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such the Lender) as a result of: (a1) any payment, payment (whether by acceleration or otherwise) or prepayment or conversion of a SOFR 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 4 6 or otherwise) by the Borrower to borrow or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR Eurocurrency Loan on the date specified in a notice given pursuant to Section 2.6(a)2.4(1) or established pursuant to Section 2.4(3) hereof, (c3) any failure by the Borrower to make any payment of principal on any SOFR Loan when due or on the date specified pursuant to a notice delivered pursuant to Section 2.7 (whether by acceleration or otherwise), or (d4) any acceleration of the maturity of a SOFR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such the Lender, Borrower the Borrowers 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 Borrower, with a copy to Administrative Agent, the Borrower a certificate executed by an officer of the 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 conclusive and binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including any loss of profit, and any loss, cost or expense 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 SOFR 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 11.2(b)) as a result of: (a) any payment, prepayment or conversion of a SOFR 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 4 3 or otherwise) by the Borrower to borrow or continue a SOFR Eurodollar Loan, or to convert a Base Rate Loan into a SOFR Loan Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.6(a2.5(a), other than as a result of the application of Sections 9.2 or 9.3, (c) any failure by the Borrower to make any payment of principal on any SOFR Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (ai) any payment, payment or prepayment or conversion of a SOFR Eurodollar 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 4 Borrowing or otherwise) by a Borrower to borrow or continue refund a SOFR Loan, or to convert a Base Rate Loan into a SOFR Eurodollar Loan on the date specified in a notice given pursuant to Section 2.6(a)this Agreement, (ciii) any failure by a Borrower to make any payment of principal on any SOFR Eurodollar Loan when due (whether by acceleration or otherwise), or (div) any acceleration of the maturity of a SOFR 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 Borrowerthe Company, with a copy to Administrative the 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 and binding on Borrower absent manifest errordeemed prima facie correct.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Term SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Term SOFR Loan on a date other than the last day of its Interest Period, (b) any failure (other than the failure of the Lenders to make a Loan, but including because of a failure to meet satisfy the conditions of set forth in Section 4 or otherwise7) by the Borrower to borrow or continue a Term SOFR Loan, or to convert a Base Rate Loan or a Daily Simple SOFR Loan into a Term SOFR Loan Loan, on the date specified in a notice given pursuant to Section 2.6(a)1.6(a) hereof, (c) any failure by the Borrower to make any payment of principal on any Term SOFR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Term SOFR 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 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 and binding on Borrower deemed prima facie correct absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting Eurodollar Loan, but excluding any loss of such deposits or amounts paid or prepaid to such Lendermargin) as a result of: (a) any payment, prepayment or conversion of a SOFR 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 4 ARTICLE 3 or otherwise) by the Borrower to borrow or continue a SOFR Eurodollar Loan, or to convert a Loan that is a Base Rate Loan into a SOFR Loan Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.6(a)2.5(a) hereof, (c) any failure by the Borrower to make any payment of principal on any SOFR Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR 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 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 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 and binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Term SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Term SOFR Loan on a date other than the last day of its Interest PeriodPeriod (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 10.1 hereof), (b) any failure (because of other than due to a failure Lender failing to meet fund or convert a properly requested Loan when the Borrower has met the conditions of Section 4 or otherwise7.1 herein) by the Borrower to borrow or continue a Term SOFR Loan, or to convert a Base Rate Loan into a Term SOFR Loan on the date specified in a notice given pursuant to Section 2.6(a1.6(a) hereof (including any notice that is subsequently revoked),, or (c) any failure by the Borrower to make any payment of principal on any Term SOFR Loan when due (whether by acceleration or otherwise, including when specified in a notice given pursuant to Section 1.9 hereof), or (d) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest errorif reasonably deemed prime facie correct.

Funding Indemnity. If any In the event Lender shall incur any loss, cost or expense (including including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR LIBOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion payment (including prepayment) of a SOFR LIBOR Loan on a date other than the last day of its Interest Period,Period for any reason, whether before or after default, and whether or not such payment is required by any provisions of this Agreement, or (b) any failure (because of a failure to meet the conditions of Section 4 6 or otherwise) by the Borrower to borrow or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR LIBOR Loan on the date specified in a notice given pursuant to Section 2.6(a), (c) any failure by Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR Loan as a result of the occurrence of any Event of Default hereunder3.C hereof, 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 Borrower, with a copy to Administrative Agent, the Borrower a certificate executed by an officer of 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 and binding on Borrower absent manifest errordeemed rebuttably presumptive evidence of the correctness thereof.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including any loss of profit, and any loss, cost or expense 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 SOFR 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 11.2(b)) as a result of: : (a) any payment, prepayment or conversion of a SOFR 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 4 3 or otherwise) by the Borrower to borrow or continue a SOFR Eurodollar Loan, or to convert a Base Rate Loan into a SOFR Loan Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.6(a2.5(a), , other than as a result of the application of Sections 9.2 or 9.3, (c) any failure by the Borrower to make any payment of principal on any SOFR Eurodollar Loan when due (whether by acceleration or otherwise), or or (d) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a SOFR 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 4 6 or otherwise) by the Borrower to borrow borrow, convert or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR Loan on the date specified in a notice given pursuant to Section 2.6(a)1.6(a) or 1.8 hereof, (cb) any failure by the Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise), or (dc) any acceleration of the maturity of a SOFR 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 Administrative the Agent, a certificate 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 and binding on Borrower absent manifest errorif reasonably determined.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR 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, prepayment or conversion of a SOFR Eurodollar Loan on a date other than the last day of its Interest PeriodPeriod (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 10.1), (b) any failure (because of other than due to a failure Lender failing to meet fund aor convert a properly requested Loan when the Borrower has met the conditions of Section 4 or otherwise7 herein) by the Borrower to borrow or continue a SOFR Eurodollar Loan, or to convert a Base Rate Loan into a SOFR Eurodollar Loan on the date specified in a notice given pursuant to Section 2.6(a1.6(a) hereof (including any notice that is subsequently revoked),, or (c) any failure by the Borrower to make any payment of principal on any SOFR Eurodollar Loan when due (whether by acceleration or otherwise), or (dincluding when specified in a notice given pursuant to Section 1.9 hereof) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest errorif reasonably deemed prime facie correct.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (ai) any payment, payment or prepayment or conversion of a SOFR Eurodollar 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 4 Borrowing or otherwise) by the Borrower to borrow or continue refund a SOFR Loan, or to convert a Base Rate Loan into a SOFR Eurodollar Loan on the date specified in a notice given pursuant to Section 2.6(a)this Agreement, (ciii) any failure by the Borrower to make any payment of principal on any SOFR Eurodollar Loan when due (whether by acceleration or otherwise), or (div) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest errordeemed prima facie correct.

Funding Indemnity. If any the Lender shall incur any actual loss, cost or expense (including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such the Lender to fund or maintain any SOFR Loan Advance or the relending or reinvesting of such deposits or amounts paid or prepaid to such the Lender, but excludingany loss of profits) as a result of: : (a) any payment, prepayment or conversion of a SOFR Loan an Advance on a date other than the last day of its Interest Period, , (b) any failure (because of a failure to meet by the conditions of Section 4 or otherwise) by Borrower to borrow or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR Loan on the date specified in a notice given pursuant to Section 2.6(a), 2.1, or (c) any failure by Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR Loan an Advance as a result of the occurrence of any Event of Default hereunder, then. 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 Borrower, with a copy to Administrative Agent, the Borrower a certificate executed by an officer of the 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 and components of such calculation shown on such certificate if reasonably calculated shall be conclusive and binding on Borrower absent manifest errorconclusive.

Funding Indemnity. If In the event any Revolving Credit Lender shall incur any loss, cost or expense (including including, without limitation, any loss of profit and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain any SOFR LIBOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Revolving Credit Lender) as a result of: (ai) any payment, prepayment or conversion payment of a SOFR LIBOR Loan on a date other than the last day of its the then applicable Interest Period,; (bii) any failure (because of a failure to meet the conditions of Section 4 or otherwise) by Borrower to borrow effect by conversion or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR any LIBOR Loan on the date specified in a the notice given pursuant to Section 2.6(a),PARAGRAPH 2B hereof; (ciii) any failure by Borrower to make any payment of principal or interest when due on any SOFR Loan when due (LIBOR Loan, whether at stated maturity, by acceleration or otherwise), ; or (div) any acceleration of the maturity of a SOFR Loan as a result of the occurrence of any Event of Default hereunder, Default; then, upon the demand of such Lenderby Agent, Borrower shall pay to such the applicable Revolving Credit Lender such amount as will reimburse such Revolving Credit Lender for such loss, cost or expense. If any Revolving Credit Lender makes such a claim for compensationcompensation under this XXXXXXXXX 0X, it Xxxxx shall provide to Borrower, with a copy to Administrative Agent, Borrower a certificate 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 and binding on Borrower absent as to the amount thereof except in the case of manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a SOFR 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 4 7 or otherwise) by the Borrower to borrow or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR Loan Loan, on the date specified in a notice given pursuant to Section 2.6(a2.5(a), (c) any failure by the Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest errordeemed prime facie correct.

Funding Indemnity. If In the event any Term Loan B Lender shall incur any loss, cost costs or expense (including including, without limitation, any loss of profit and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Term Loan B Lender to fund or maintain any SOFR LIBOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Term Loan B Lender) as a result of: (ai) any payment, prepayment or conversion payment of a SOFR LIBOR Loan on a date other than the last day of its the then applicable Interest Period,; (bii) any failure (because of a failure to meet the conditions of Section 4 or otherwise) by Borrower to borrow effect by conversion or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR any LIBOR Loan on the date specified in a the notice given pursuant to Section 2.6(a),PARAGRAPH 6B hereof; (ciii) any failure by Borrower to make any payment of principal or interest when due on any SOFR Loan when due (LIBOR Loan, whether at stated maturity, by acceleration or otherwise), ; or (div) any acceleration of the maturity of a SOFR Loan as a result of the occurrence of any Event of Default hereunder, Default; then, upon the demand of such Lenderby Agent, Borrower shall pay to such the applicable Term Loan B Lender such amount as will reimburse such Term Loan B Lender for such loss, cost or expense. If any Term Loan B Lender makes such a claim for compensationcompensation under this XXXXXXXXX 0X, it Xxxxx shall provide to Borrower, with a copy to Administrative Agent, Borrower a certificate 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 and binding on Borrower absent as to the amount thereof except in the case of manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR 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, prepayment or conversion of a SOFR 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 4 or otherwise) by Borrower to borrow or continue a SOFR Eurodollar Loan, or to convert a Base Rate Loan into a SOFR Eurodollar Loan on the date specified in a notice given pursuant to Section 2.6(a2.5(a), (c) any failure by Borrower to make any payment of principal on any SOFR Eurodollar Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR Eurodollar Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, 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 Borrower, with a copy to Administrative Agent, a certificate 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 and binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a SOFR 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 4 7 or otherwise) by the Borrower to borrow or continue a SOFR Loan, or to convert a Base Rate Loan into a SOFR Loan Loan, on the date specified in a notice given pursuant to Section 2.6(a)1.6(a) hereof, (c) any failure by the Borrower to make any payment of principal on any SOFR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a SOFR 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 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 and binding on Borrower absent manifest errordeemed prima facie correct.