Common use of Funding Loss Indemnification Clause in Contracts

Funding Loss Indemnification. If Borrower shall (a) repay or prepay any Revolving LIBOR Loan on any day other than the last day of an Interest Period therefor (whether an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which a Notice of Borrowing has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans into Revolving LIBOR Loans in accordance with a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon demand by any Bank, reimburse such Bank and hold such Bank harmless for all costs and losses (or deemed losses) incurred by such Bank as a result of such repayment, prepayment, conversion or failure. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank as a result of contracts entered into by such Bank to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loan. Each Bank demanding payment under this PARAGRAPH 2.11 shall deliver to Borrower, with a copy to Agent, a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount of such loss for all purposes. The obligations of Borrower under this PARAGRAPH 2.11 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay or prepay any Revolving portion of a Credit which bears interest determined in relation to LIBOR Loan on any day other than the last day of an Interest Period the Fixed Rate Term therefor (whether an optional prepayment or conversionprepayment, a mandatory prepayment or conversionprepayment, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan such portion of a Credit for which a Notice of Borrowing has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) ), or (c) fail to convert or continue at the LIBOR interest option any Revolving Base Rate Loans into Revolving LIBOR Loans portion of a Credit in accordance with a Notice of Loan Conversion or Continuation delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon within thirty (30) days after demand by any Banksuch Lender (with a copy to Agent) accompanied by a certificate of such Lender describing the basis therefor and the calculation thereof, reimburse such Bank Lender and hold such Bank Lender harmless for all reasonable costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion prepayment or failure. Borrower understands , to the extent that such costs and losses (or deemed lossesx) may include, without limitation, losses incurred by a Bank as a result of arise from funding and other contracts entered into into, or similar arrangements made, by such Bank Lender to fund a Revolving any LIBOR Loan portion of any Credit or losses deemed (y) are incidental to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loancontracts or other arrangements. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Section 2.14 shall deliver to Borrower, with a copy Agent for delivery to Agent, Borrower a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount of such loss for all purposes. The obligations Calculations of Borrower all amounts payable to a Lender under this PARAGRAPH 2.11 Section 2.14 shall be made as though that Lender had actually funded each of its relevant LIBOR Advances through the purchase of a deposit of the type described in clause (i) of the definition of LIBOR in an amount equal to the amount of such LIBOR Advance, and having a maturity comparable to the relevant Fixed Rate Term of such LIBOR Advance, whether or not the Lender has funded such LIBOR Advance in such manner. The agreements in this Section 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay ---------------------------- convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), ; (b) fail to borrow any Revolving LIBOR Loan or LIBOR Portion for which a Notice of Borrowing has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) ); or (c) fail to convert any Revolving Base Rate Loans into Revolving LIBOR Loans or any Portion of the Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon demand by any BankLender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, include losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR LoanPortion. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.12 shall deliver to Borrower, with a copy to Agent, a certificate -------------- setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 Paragraph 2.12 shall survive the payment and performance of the Obligations and -------------- the termination of this Agreement.

Funding Loss Indemnification. If Borrower may prepay a LIBOR Loan only upon at least three (3) Business Days prior written notice to Bank (which notice shall be irrevocable) and any such prepayment shall occur only on the last day of the Interest Period for such LIBOR Loan. Borrower shall pay to Bank, upon request of Bank, such amount or amounts as shall be sufficient (ain the reasonable opinion of Bank) repay to compensate it for any loss, cost, or prepay expense incurred as a result of (1) any Revolving payment of a LIBOR Loan on any day a date other than the last day of an the Interest Period therefor for such LIBOR Loan; (whether an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b2) fail any failure by Borrower to borrow any Revolving a LIBOR Loan on the date specified by Borrower’s written notice; (3) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower’s written notice. Without limiting the foregoing, Borrower shall pay to Bank a “yield maintenance fee” in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the term chosen pursuant to the LIBOR Rate Election as to which the prepayment is made, shall be subtracted from the LIBOR in effect at the time of prepayment. If the result is zero or a Notice of Borrowing has been delivered to Agent (whether as negative number, there shall be no yield maintenance fee. If the result is a result positive number, then the resulting percentage shall be multiplied by the amount of the failure principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to satisfy any applicable conditions or otherwise) or (c) fail the LIBOR Rate Election as to convert any Revolving Base which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the term chosen pursuant to the LIBOR Rate Loans into Revolving LIBOR Loans in accordance with Election as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to Bank upon the prepayment of a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon demand by any Bank, reimburse such Bank and hold such Bank harmless for all costs and losses (or deemed losses) incurred by such Bank as a result of such repayment, prepayment, conversion or failure. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank as a result of contracts entered into by such Bank to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loan. Each reference in this paragraph to “LIBOR Rate Election” shall mean the election by Borrower of a LIBOR Based Rate. If by reason of a Default or an Event of Default, Bank demanding payment under this PARAGRAPH 2.11 elects to declare the Obligations to be immediately due and payable, then any yield maintenance fee with respect to a LIBOR Loan shall deliver to Borrower, with a copy to Agent, a certificate setting forth the amount of costs become due and losses (or deemed losses) for which demand is made. Such a certificate so delivered to Borrower shall, payable in the absence same manner as though Borrower had exercised such right of manifest error, be conclusive and binding on Borrower as to the amount of such loss for all purposes. The obligations of Borrower under this PARAGRAPH 2.11 shall survive the payment and performance of the Obligations and the termination of this Agreementprepayment.

Funding Loss Indemnification. If either Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which a or LIBOR Portion after delivering the Notice of Borrowing has been delivered therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or ), (c) fail to convert any Revolving Base Rate Loans Portion of a Term Loan Borrowing into Revolving a LIBOR Loans Portion in accordance with a Notice of Term Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), or (d) fail to pay when due any principal or interest on any LIBOR Loan or LIBOR Portion, such Borrower shall, upon within ten (10) Business Days after demand by any Bankof such Lender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all reasonable costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after they are incurred or realized. Borrower understands Borrowers understand that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR LoanPortion. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.14 shall deliver to BorrowerBorrowers, with a copy to Agent, a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower Borrowers shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount of such loss for all purposes. The obligations of Borrower under this PARAGRAPH 2.11 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower any of the Borrowers shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which or LIBOR Portion after delivering the Notice of Borrowing therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) fail to convert any Portion of a Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Borrowing has been Term Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (cd) fail to convert pay when due any Revolving Base Rate Loans into Revolving principal or interest on any LIBOR Loans in accordance with a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise)LIBOR Portion, such Borrower shall, upon within ten (10) Business Days after demand by any Bankof such Lender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all reasonable costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after they are incurred or realized. Borrower understands Borrowers understand that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR LoanPortion. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.14 shall deliver to BorrowerBorrowers, with a copy to Agent, a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount Borrowers shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower Borrowers under this PARAGRAPH 2.11 Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower any of the Borrowers shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which a after delivering the Notice of Borrowing has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans into Revolving LIBOR Loans in accordance with a Notice of Loan Conversion delivered therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, such Borrower shall, upon within ten (10) Business Days after demand by any Bankof such Lender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all reasonable break funding costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrower understands Borrowers understand that such costs and losses (or deemed losses) may include, without limitation, include losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loan. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.14 shall deliver to BorrowerBorrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount Borrowers shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower Borrowers under this PARAGRAPH 2.11 Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which a after delivering the Notice of Borrowing has been delivered therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert pay when due any Revolving Base Rate Loans into Revolving principal or interest on any LIBOR Loans in accordance with a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise)Loan, Borrower shall, upon within ten (10) Business Days after demand by any Bankof such Lender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all reasonable break funding costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrower shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrower receives notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loan. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.14 shall deliver to Borrower, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which a Notice of Borrowing has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans into Revolving LIBOR Loans in accordance with a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon demand by any BankLender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loan. Each Bank Lender demanding payment under this PARAGRAPH 2.11 2.12 shall deliver to Borrower, with a copy to Agent, a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute PRIMA FACIE evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 2.12 shall survive the payment and performance of the Obligations and the termination of this Agreement; PROVIDED, HOWEVER, that any Lender must submit a demand for payment pursuant to this provision within six (6) months after such Lender has first conclusively determined that such reimbursement or compensation is due such Lender under this and similar agreements.

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which a or LIBOR Portion after delivering the Notice of Borrowing has been delivered therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or ), (c) fail to convert any Revolving Base Rate Loans Portion of the Term Loan Borrowing into Revolving a LIBOR Loans Portion in accordance with a Notice of Term Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), or (d) fail to pay when due any principal or interest on any LIBOR Loan or LIBOR Portion, Borrower shall, upon within ten (10) Business Days after demand by any Bankof such Lender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all reasonable costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrower shall have no obligation to make any payment to any demanding party under this Paragraph 2.12 on account of any such costs or losses unless Borrower receive notice of such costs or losses from the demanding party within twelve (12) months after they are incurred or realized. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR LoanPortion. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.12 shall deliver to Borrower, with a copy to Agent, a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 Paragraph 2.12 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower any of the Borrowers shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which a after delivering the Notice of Borrowing has been delivered therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert pay when due any Revolving Base Rate Loans into Revolving principal or interest on any LIBOR Loans in accordance with a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise)Loan, such Borrower shall, upon within ten (10) Business Days after demand by any Bankof such Lender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all reasonable break funding costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrower understands Borrowers understand that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loan. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.14 shall deliver to BorrowerBorrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount Borrowers shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower Borrowers under this PARAGRAPH 2.11 Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan or LIBOR Portion for which a Notice of Loan Borrowing has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans into Revolving LIBOR Loans in accordance with a Notice of Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon demand by (c) fail to convert any Bank, reimburse such Bank and hold such Bank harmless for all costs and losses Revolving Loans into LIBOR Loans or any Portion of a Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent (or deemed losses) incurred by such Bank whether as a result of such repaymentthe failure to satisfy any applicable conditions or otherwise), prepayment, conversion or failure. Borrower understands that such costs and losses (or deemed lossesd) may include, without limitation, losses incurred by fail to continue a Bank as a result of contracts entered into by such Bank to fund a Revolving LIBOR Loan or losses deemed a LIBOR Portion for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, or (e) request, pursuant to Section 2.15(b), that a LIBOR Loan or LIBOR Portion is assigned other than on the last day of the Interest Period applicable thereto (and such that a LIBOR Loan or LIBOR Portion is assigned), the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to continue fee, as the case may be (determined as though 100% of the LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market), equal to the sum of: (a) the amount (which shall not be less than zero), if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate for LIBOR Loans and LIBOR Portions if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) all reasonable out-of-pocket expenses incurred by a Bank assuming such Bank had entered into a "match funding" arrangement Lender reasonably attributable to fund a Revolving LIBOR Loansuch payment, prepayment or failure to borrow. Each Bank demanding payment under this PARAGRAPH 2.11 shall deliver to Borrower, with a copy to Agent, a certificate setting forth Lender’s determination of the amount of costs and losses (or deemed losses) for which demand is made. Such a certificate so delivered to Borrower shall, any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error, be conclusive and binding on Borrower as to the amount of such loss for all purposes. The obligations of the Borrower under this PARAGRAPH 2.11 shall survive the payment and performance of the Obligations and the termination of this Agreement.this

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan or LIBOR Portion for which a Notice of Borrowing has been delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans Portion of the Facility B Term Loan Borrowing into Revolving a LIBOR Loans Portion in accordance with a Notice of Term Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon within five (5) Business Days after demand by any BankLender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrower shall have no obligation to make any payment to any demanding party under this Paragraph 2.15 on account of any such costs or losses unless Borrower receives notice of such costs or losses from the demanding party within six (6) months after they are incurred or realized. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR LoanPortion. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.15 shall deliver to Borrower, with a copy to Administrative Agent, a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 Paragraph 2.15 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay or prepay any Revolving portion of a Credit which bears interest determined in relation to LIBOR Loan on any day other than the last day of an Interest Period the Fixed Rate Term therefor (whether an optional prepayment or conversionprepayment, a mandatory prepayment or conversionprepayment, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan such portion of a Credit for which a Notice of Borrowing has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) ), or (c) fail to convert or continue at the LIBOR interest option any Revolving Base Rate Loans into Revolving LIBOR Loans portion of a Credit in accordance with a Notice of Loan Conversion or Continuation delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon within thirty (30) days after demand by any Banksuch Lender (with a copy to Agent) accompanied by a certificate of such Lender describing the basis therefor and the calculation thereof, reimburse such Bank Lender and hold such Bank Lender harmless for all reasonable costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion prepayment or failure. Borrower understands , to the extent that such costs and losses (or deemed lossesx) may include, without limitation, losses incurred by a Bank as a result of arise from funding and other contracts entered into into, or similar arrangements made, by such Bank Lender to fund a Revolving any LIBOR Loan portion of any Credit or losses deemed (y) are incidental to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loancontracts or other arrangements. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Section 2.13 shall deliver to Borrower, with a copy Agent for delivery to Agent, Borrower a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount of such loss for all purposes. The obligations of Borrower under agreements in this PARAGRAPH 2.11 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan for which a Notice of Borrowing has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans into Revolving LIBOR Loans in accordance with a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon demand by any BankLender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loan. Each Bank Lender demanding payment under this PARAGRAPH 2.11 shall deliver to Borrower, with a copy to Agent, a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute PRIMA FACIE evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan or LIBOR Portion for which a Notice of Borrowing has been delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans Portion of the Term Loan Borrowing into Revolving a LIBOR Loans Portion in accordance with a Notice of Term Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon within five (5) Business Days after demand by any BankLender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrower shall have no obligation to make any payment to any demanding party under this Section 2.14 on account of any such costs or losses unless Borrower receives notice of such costs or losses from the demanding party within six (6) months after they are incurred or realized. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR LoanPortion. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Section 2.14 shall deliver to Borrower, with a copy to Administrative Agent, a certificate setting forth the amount of costs and losses (or deemed losses) incurred by such Lender and for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 Section 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan or LIBOR Portion for which a Notice of Borrowing has been delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans Portion of the Term Loan Borrowing into Revolving a LIBOR Loans Portion in accordance with a Notice of Term Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon within five (5) Business Days after demand by any BankLender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrower shall have no obligation to make any payment to any demanding party under this Paragraph 2.15 on account of any such costs or losses unless Borrower receives notice of such costs or losses from the demanding party within six (6) months after they are incurred or realized. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR LoanPortion. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Paragraph 2.15 shall deliver to Borrower, with a copy to Administrative Agent, a certificate setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 Paragraph 2.15 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower shall (a) repay repay, prepay or prepay convert any Revolving LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan or LIBOR Portion for which a Notice of Borrowing has been delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans Portion of the Term Loan Borrowing into Revolving a LIBOR Loans Portion in accordance with a Notice of Term Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), Borrower shall, upon within five (5) Business Days after demand by any BankLender, reimburse such Bank Lender for and hold such Bank Lender harmless for from all costs and losses (or deemed losses) incurred by such Bank Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrower shall have no obligation to make any payment to any demanding party under this Section 2.14 on account of any such costs or losses unless Borrower receives notice of such costs or losses from the demanding party within six (6) months after they are incurred or realized. Borrower understands that such costs and losses (or deemed losses) may include, without limitation, losses incurred by a Bank Lender as a result 42 47 of funding and other contracts entered into by such Bank Lender to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR LoanPortion. Each Bank Lender demanding payment under this PARAGRAPH 2.11 Section 2.14 shall deliver to Borrower, with a copy to Administrative Agent, a certificate setting forth the amount of costs and losses (or deemed losses) incurred by such Lender and for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount shall constitute prima facie evidence of such loss for all purposescosts and losses. The obligations of Borrower under this PARAGRAPH 2.11 Section 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.