Common use of Funding Indemnity Clause in Contracts

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

Funding Indemnity. IfIf any Lender shall incur any loss, for cost or expense (including, without limitation and any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreementloss, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment re-employment of deposits or other funds acquired by such Lender to fund or maintain such Libor any Eurodollar Loan or any increased interest the relending or other charges payable to lenders reinvesting of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs deposits or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether amounts paid or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable prepaid to such Lender in 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, prepayment or conversion of all or any portion of a (x) Eurodollar Loan on a date other than the last day of its Interest Period, or (y) Fixed Rate Loan on a date other than its scheduled maturity or, with respect thereofto scheduled amortization payments made thereon, its amortization dates, (b) on any day prior failure (because of a failure to meet the receipt conditions of Section 3 or otherwise) by the Agent Borrower to borrow or such Lender of such proceeds and the Agent continue a Eurodollar Loan, or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance convert a Base Rate or Fixed Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.5(a) hereof, (c) any failure by the Borrower to make any payment of principal on any Eurodollar Loan or Fixed Rate Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or a Fixed Rate Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such proceeds are payable hereunderLender, the Borrower shall indemnify the Agent and each applicable pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense; provided, the aggregate amount of such losses, costs and expenses with respect to payments, prepayments or conversions of Fixed Rate Loans shall not exceed $10,000 in the aggregate for all Lenders. If any resulting Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense incurred by the Agent or such Lender by reason in reasonable detail (including an explanation of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for and the determination computation of such loss, cost or expense) and the amount necessary to indemnify amounts shown on such Lender certificate shall be, in the absence of be conclusive absent manifest error, conclusive evidence thereof.

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

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

Funding Indemnity. If, for If any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan Lender shall incur any loss (other than on the last day loss of a Libor Interest Period applicable to such Libor Loanprofits), the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss of profit loss, cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment re-employment of deposits or other funds acquired by such Lender to fund or maintain such Libor any EurodollarSOFR Loan or Swing Loan bearing interest with respect to LIBORSOFR or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (i) any increased payment or prepayment of a EurodollarSOFR Loan or Swing Loan bearing interest or with respect to LIBORSOFR (other charges payable than any payment pursuant to lenders Section 1.8(d)) on a date other than the last day of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, its Interest Period for any reason whatsoever and whether reason, (ii) any failure (because of a failure to meet the conditions of Borrowing or not required otherwise) by a Borrower to borrow or permitted continue a EurodollarSOFR Loan or Swing Loan bearing interest with respect to LIBORSOFR (other than any payment pursuant to Section 1.8(d)), or to convert a Base Rate Loan into a EurodollarSOFR Loan or such Swing Loan, in each case on the provisions of date specified in a notice given pursuant to this Agreement, (iii) any failure by a Borrower to make any payment of principal on any EurodollarSOFR Loan or Swing Loan bearing interest with respect to LIBORSOFR when due (whether by acceleration or otherwise), (iv) any acceleration of the maturity of a EurodollarSOFR Loan or Swing Loan bearing interest with respect to LIBORSOFR as a result of the occurrence of any Event of Default hereunder, or (v) any assignment of a EurodollarSOFR Loan other than on the last day of the Interest Period applicable thereto as a result of the request of the Company pursuant to Section 2.11 hereof; then, upon the demand of such Lender, the Agent or any Lender provides the applicable Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable shall pay to such Lender in respect thereof) on such amount as will reimburse such Lender for such loss, cost or expense. If any day prior Lender makes such a claim for compensation, it shall provide to the receipt Company, with a copy to the Agent, a certificate executed by the Agent or an officer of such Lender setting forth the amount of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason in reasonable detail (including an explanation of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for and the determination computation of such loss, cost or expense) and the amount necessary to indemnify amounts shown on such Lender certificate shall be, in the absence of manifest error, conclusive evidence thereofbe deemed prima facie correct.

Funding Indemnity. IfIn the event Lender shall incur any loss of profit, for and any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreementloss, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss of profit loss, cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by such Lender to fund or maintain any Libor Portion, or the relending or reinvesting of such Libor Loan or any increased interest deposits or other charges payable funds or amounts paid or prepaid to lenders Lender) as a result of: (i) any payment of funds borrowed in order to maintain such a Libor Loan together with any Portion on a date other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, than the last day of the then applicable Interest Period for any reason whatsoever reason, whether before or after the occurrence of any Event of Default, and whether or not such payment is required or permitted pursuant to the by any provisions of this Agreement; or (ii) any failure by Borrower to create, the Agent borrow, continue or any Lender provides the Borrower with the anticipated discounted proceeds of sale of effect by conversion a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance Libor Portion on the date such proceeds are payable hereunderspecified in a notice given pursuant to this Agreement; then upon the demand of Lender, the Borrower shall indemnify the Agent and each applicable pay to Lender such amount as will reimburse Lender for such loss, cost or expense. Without limitation of the foregoing, any resulting prepayment of a Libor Portion on a date other than the last day of the then applicable Interest Period shall be accompanied by a prepayment penalty equal to the loss Lender shall suffer as a result of Libor as calculated on the date of such prepayment for the period of time equal to the Interest Period for such Libor Portion being prepaid being less than Libor applicable to the Libor Portion being prepaid. If Lender requests such a reimbursement Lender shall provide Borrower with a certificate setting forth the computation of the loss of profit and any loss, cost or expense incurred by giving rise to the Agent or request for reimbursement in reasonable detail and such Lender by reason of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur certificate shall be conclusive if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive evidence thereofdetermined.

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

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

Funding Indemnity. IfIf any Lender shall incur any loss, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss of profit profit, and any loss, cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment re-employment of deposits or other funds acquired by such Lender to fund or maintain such Libor any Eurodollar Loan or any increased interest the relending or other charges payable to lenders reinvesting of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs deposits or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether amounts paid or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable prepaid to such Lender in respect thereofor 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, prepayment or conversion of a Eurodollar Loan on a date other than the last day of its Interest Period, (b) any day prior failure (because of a failure to meet the receipt conditions of Section 3 or otherwise) by the Agent Borrower to borrow or such Lender of such proceeds and the Agent continue a Eurodollar Loan, or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a notice given pursuant to Section 2.3(a) hereof, (c) any failure by the Borrower to make any payment 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 proceeds are payable hereunderLender, the Borrower shall indemnify the Agent and each applicable pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. The Borrower shall also pay any resulting customary administrative fees charged by such Lender in connection with the foregoing. 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 incurred by the Agent or such Lender by reason in reasonable detail (including an explanation of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for and the determination computation of such loss, cost or expense) and the amount necessary amounts shown on such certificate shall be conclusive absent manifest error. Unless otherwise agreed to indemnify by any Lender, for purposes of calculating amounts payable by the Borrower to such Lender under this Section 8.1, such Lender shall be, be deemed to have funded each Eurodollar Loan made by it at rate equal to LIBOR for such Loan by a matching deposit or other borrowing in the absence of manifest erroroffshore interbank market for U.S. Dollars for a comparable amount and for a comparable period, conclusive evidence thereofwhether or not such Eurodollar Loan was in fact so funded.

Funding Indemnity. IfIn the event any Lender shall incur any loss, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss of profit loss, cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by such Lender to fund or maintain such Libor its part of any Fixed Rate Loan or any increased interest the relending or reinvesting of such deposits or other charges payable funds or amounts paid or prepaid to lenders such Lender) as a result of: (i) any payment of funds borrowed in order to maintain such Libor a Fixed Rate Loan together with any on a date other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, than the last day of the then applicable Interest Period for any reason whatsoever reason, whether before or after default, and whether or not such payment is required or permitted pursuant to the by any provisions of this Agreement, the Agent or ; or (ii) any Lender provides failure by the Borrower with the anticipated discounted proceeds of sale of to create, borrow, continue or effect by conversion a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance Fixed Rate Loan on the date specified in a notice given pursuant to this Agreement, unless such proceeds are payable hereunderfailure results from the Lenders' inability or unwillingness pursuant to Sections 2.5 and 2.6 hereof to create, continue or effect by conversion a LIBOR Portion; then, upon the demand of such Lender, the Borrower shall indemnify the Agent and each applicable pay to such Lender such amount as will reimburse such Lender for any resulting such loss, cost or expense. If a Lender requests such a reimbursement, it shall provide to the Borrower (with a copy to the Agent) a certificate setting forth the computation of the loss, cost or expense giving rise to the request for reimbursement in reasonable detail and such certificate shall be conclusive if reasonably determined; PROVIDED, HOWEVER, that the Borrower shall not be obligated to pay any such amount or amounts to the extent such loss, cost or expense was incurred by the Agent or such Lender by reason of or arising as a result more than sixty (60) days prior to the date of the non-receipt or delayed receipt by the Agent or such Lender delivery of such proceeds, including without limitation, any losses which certificate (nothing herein to impair or otherwise affect the Agent or such Lender may incur if it arranges Borrower's liability hereunder to compensate for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent subsequent loss, cost, or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses expense incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify such Lender shall be, in the absence of manifest error, conclusive evidence thereofLender).

Funding Indemnity. IfIf any Lender or the Floating Rate Payor shall incur any loss, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss of profit profit, and any loss, cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment re-employment of deposits or other funds acquired by such Lender or the Floating Rate Payor to fund or maintain any Eurodollar Loan, any Swing Loan or the Fixed Rate Loan or the relending or reinvesting of such Libor deposits or amounts paid or prepaid to such Lender or, with respect to the Fixed Rate Loan, by reason of the prepayment under or termination, in whole or in part, of any interest rate hedging arrangement entered into by the Floating Rate Payor with respect thereto) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or Swing Loan on a date other than the last day of its Interest Period, or any payment or prepayment of the Fixed Rate Loan, or any part thereof, on a date other than the regularly scheduled payment date for the originally scheduled principal payment thereof as provided in Section 1.8(a) hereof, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by any Borrower to borrow the Fixed Rate Loan, or 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 1.6(a) or Section 1.16 hereof, (c) any failure by any Borrower to make any payment of principal on any Eurodollar Loan, the Fixed Rate Loan or any increased interest Swing Loan when due (whether by acceleration or other charges payable to lenders otherwise), or (d) any acceleration of funds borrowed in order to maintain such Libor the maturity of a Eurodollar Loan, the Fixed Rate Loan together with or any other out-of-pocket chargesSwing Loan as a result of the occurrence of any Event of Default hereunder, costs or expenses incurred then, within 15 days after the demand by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this AgreementFloating Rate Payor, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable Borrowers shall pay to such Lender in respect thereof) on or Floating Rate Payor such amount as will reimburse such Lender or Floating Rate Payor for such loss, cost or expense. If any day prior Lender or Floating Rate Payor makes such a claim for compensation, it shall provide to the receipt by Borrowers, with a copy to the Agent or such Lender Administrative Agent, a certificate setting forth the amount of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason in reasonable detail (including an explanation of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for and the determination computation of such loss, cost or expense) and the amount necessary to indemnify amounts shown on such Lender certificate shall bebe deemed prime facie correct, in the absence of absent manifest error, conclusive evidence thereof.

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

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

Funding Indemnity. IfIf (a) any payment of a Term SOFR Borrowing occurs on a date that is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise; (b) a Term SOFR Borrowing is not made on the date specified by the Borrower for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels other than default by a Libor Loan Lender; (c) a Term SOFR Borrowing is converted other than on the last day of a Libor the Interest Period applicable thereto; (d) the Borrower fails to such Libor Loanborrow, convert, continue or prepay a Term SOFR Borrowing on the date specified in any notice delivered pursuant hereto; or (e) a Term SOFR Borrowing is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20; then the Borrower shall indemnify the applicable each Lender for any resulting loss or expense incurred such Lender’s reasonable costs, expenses and Interest Differential (as reasonably determined by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain such Libor Loan or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs or expenses Lender) incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by the Agent or such Lender by reason of or arising as a result of such prepayment. The term “Interest Differential” means the non-receipt or delayed receipt greater of zero and the financial loss incurred by the Agent or Lender resulting from prepayment, calculated as the difference between (x) the amount of interest such Lender would have earned had prepayment of the applicable Term SOFR Borrowing not occurred and (y) the amount of interest such proceedsLender would earn if funds from such Term SOFR Borrowing were redeployed from the date of prepayment in a like investment. Because of the short-term duration of any Interest Period, the Borrower agrees that the Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance accelerated or paid before the end of the Interest Period for such Term SOFR Borrowing, whether voluntarily, involuntarily, or otherwise, including without limitationlimitation any principal payment required upon maturity when the Borrower has elected an Interest Period that extends beyond the scheduled maturity date of such Loan and any principal payment required following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation, application of insurance proceeds, or otherwise. Such Interest Differential shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether arising out of a voluntary or mandatory prepayment. A certificate of any losses which the Agent Lender setting forth any amount or amounts that such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and any costs which the Agent or shall be conclusive absent manifest error. The Borrower shall pay such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify shown as due on any such Lender shall be, in the absence of manifest error, conclusive evidence certificate within 10 days after receipt thereof.

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

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

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

Funding Indemnity. IfIf any Lender shall incur any loss, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss of profit loss, cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment re‑employment of deposits or other funds acquired by such Lender to fund or maintain such Libor any SOFR Loan or any increased Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or other charges payable the relending or reinvesting of such deposits or amounts paid or prepaid to lenders of funds borrowed in order to maintain such Libor Loan together with any other out-Lender) as a result of-pocket charges, costs or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Agent or : (a) If any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance shall incur any loss, cost or expense (less including, without limitation, any fees payable to such Lender in respect thereof) on any day prior to the receipt by the Agent or such Lender of such proceeds and the Agent or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance on the date such proceeds are payable hereunder, the Borrower shall indemnify the Agent and each applicable Lender for any resulting loss, cost or expense incurred by reason of the Agent 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, (b) any failure (because of a failure to meet the conditions of Section 4 or otherwise) by the Borrower to borrow or continue a SOFR Loan or such Lender 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 2.1(b) or 2.2(b), (c) any failure by reason the Borrower to make any payment of principal on any SOFR Loan or arising 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 non-receipt or delayed receipt by occurrence of any Event of Default hereunder then, upon the Agent or demand of such Lender, the Borrower shall pay to such Lender of such proceeds, including without limitation, any losses which the Agent or amount as will reimburse such Lender may incur if for such loss, cost or expense. If any Lender makes such a claim for compensation, it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which shall provide to the Agent or such Lender may incur in connection Borrower, with any action against a copy to the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each caseAdministrative Agent, a certificate of setting forth the Agent or a certificate amount of such Lender (acting reasonably loss, cost or expense in reasonable detail and prepared in good faith) setting out the basis for the determination of the amount necessary to indemnify amounts shown on such Lender certificate shall be, in the absence of be conclusive absent manifest error, conclusive evidence thereof.

Funding Indemnity. IfIf any Lender shall incur any loss, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Libor Loan other than on the last day of a Libor Interest Period applicable to such Libor Loan, the Borrower shall indemnify the applicable Lender for any resulting loss cost or expense incurred by such Lender (including, without limitation, any loss of profit profit, and any loss, cost or expenses such Lender incurs expense incurred by reason of the liquidation or reemployment re employment of deposits or other funds acquired by such Lender to fund or maintain such Libor any Eurocurrency Loan or any increased interest the relending or other charges payable to lenders reinvesting of funds borrowed in order to maintain such Libor Loan together with any other out-of-pocket charges, costs deposits or expenses incurred by such Lender relative thereto. If, for any reason whatsoever and whether amounts paid or not required or permitted pursuant to the provisions of this Agreement, the Agent or any Lender provides the Borrower with the anticipated discounted proceeds of sale of a Bankers' Acceptance (less any fees payable prepaid to such Lender in respect thereofor 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, prepayment or conversion of a Eurocurrency Loan on a date other than the last day of its Interest Period, (b) any day prior failure (because of a failure to meet the receipt conditions of Article 3 or otherwise) by the Agent a Borrower to borrow or such Lender of such proceeds and the Agent continue a Eurocurrency Loan, or such Lender does not receive such proceeds from the person designated to purchase such Bankers' Acceptance convert a Base Rate Loan into a Eurocurrency Loan, on the date specified in a notice given pursuant to Section 2.04(a) hereof, (c) any failure by a Borrower to make any payment of principal on any Eurocurrency Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurocurrency Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such proceeds are payable hereunderLender, the Borrower shall indemnify the Agent and each applicable pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. The Borrower shall also pay any resulting customary administrative fees charged by such Lender in connection with the foregoing. 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 incurred by the Agent or such Lender by reason in reasonable detail (including an explanation of or arising as a result of the non-receipt or delayed receipt by the Agent or such Lender of such proceeds, including without limitation, any losses which the Agent or such Lender may incur if it arranges for any further sale of such Bankers' Acceptance in replacement thereof and any costs which the Agent or such Lender may incur in connection with any action against the person designated to purchase such Bankers' Acceptance, together with any other out-of-pocket charges, costs or expenses incurred by the Agent or such Lender relative thereto. In each case, a certificate of the Agent or a certificate of such Lender (acting reasonably and prepared in good faith) setting out the basis for and the determination computation of such loss, cost or expense) and the amount necessary amounts shown on such certificate shall be conclusive absent manifest error. Unless otherwise agreed to indemnify by any Lender, for purposes of calculating amounts payable by the Borrower to such Lender under this Section 8.01, such Lender shall be, be deemed to have funded each Eurocurrency Loan made by it at rate equal to LIBOR for such Loan by a matching deposit or other borrowing in the absence of manifest erroroffshore interbank market for such currency for a comparable amount and for a comparable period, conclusive evidence thereofwhether or not such Eurocurrency Loan was in fact so funded.

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