Common use of Funding Losses Relating to Eurodollar Rate Loans Clause in Contracts

Funding Losses Relating to Eurodollar Rate Loans. (a) The Borrower agrees, without duplication of any other provision under this Agreement, to indemnify each Bank and to hold each Bank harmless from any loss or expense that such Bank may sustain or incur as a consequence of (i) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Loan, (ii) default by the Borrower in making a borrowing of, conversion into or continuation of any Eurodollar Rate Loan after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (iii) default by the Borrower in making any prepayment of Eurodollar Rate Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (iv) the making of a prepayment of Eurodollar Rate Loans or the conversion of Eurodollar Rate Loans into ABR Loans, on a day that is not the last day of an Interest Period with respect thereto or a day that is not the scheduled maturity date with respect thereto, including in each case, any such loss or expense arising from the reemployment of funds obtained by such Bank or from fees payable to terminate the deposits from which such funds were obtained. The calculation of all amounts payable to a Bank under this Section 3.7(a) shall be made pursuant to the method described in Section 4.8(a), but in no event shall such amounts payable with respect to any Eurodollar Rate Loan exceed the amounts that would have been payable assuming such Bank had actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the applicable Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the Interest Period applicable to such Eurodollar Rate Loan; provided that each Bank may fund each of its Eurodollar Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.7(a). (b) The agreements in this Section 3.7 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that in no event shall the Borrower be obligated to reimburse or compensate any Bank for amounts contemplated by this Section 3.7 for amounts accruing prior to the date that is 90 days prior to the date upon which such Bank requests in writing such reimbursement or compensation from the Borrower.

Funding Losses Relating to Eurodollar Rate Loans. (a) The If any payment of principal or Conversion of any Eurodollar Rate Loan is made other than on the last day of an Interest Period relating to such Loan, as a result of a payment pursuant to Section 3.02 or 3.03 or a Conversion pursuant to Section 2.05(b)(iii) an acceleration of the maturity of any Note in accordance with the terms hereof, or for any other reason, the Borrower agreesshall, upon demand by any Lender, pay to such Lender at its Eurodollar Lending Office any amounts required to compensate such Lender for any losses or reasonable expenses which it may actually incur by reason of the liquidation or reemployment of the amounts so prepaid or of deposits or other funds acquired by such Lender to fund or maintain such Loan. In any such case, such loss and reasonable expense shall be equal to the sum, without duplication of any other provision under this Agreementamounts, to indemnify each Bank and to hold each Bank harmless from any loss or expense that such Bank may sustain or incur as a consequence of (i) default the costs and expenses incurred (other than loss of the Applicable Margin) in connection with, or by reason of, any such event and (ii) an amount equal to the excess, if any, as reasonably determined by such Lender of (A) the amount of interest which would have accrued on the amount so paid or accelerated for the period from the date of such payment or acceleration to the last day of the Interest Period for such Loan at the Adjusted Eurodollar Rate (minus the Applicable Margin) applicable to such Loan over (B) 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 prime banks in the London interbank market. (b) The Borrower shall indemnify each Lender against any loss or reasonable expense incurred by such Lender as a result of (i) any failure by the Borrower to fulfill on the date of any proposed Borrowing of a Loan the applicable conditions set forth in payment when due of the principal amount of Article IV or interest on any Eurodollar Rate Loan, (ii) default any failure by the Borrower in making to make a borrowing of, conversion into or continuation Borrowing of any Eurodollar Rate a Loan after the Borrower has given a notice requesting the same in accordance with the provisions hereof. In any such case, such loss and reasonable expense shall be equal to the sum, without duplication of this Agreementamounts, of (iii) default by the Borrower in making any prepayment of Eurodollar Rate Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (ivi) the making costs and expenses incurred (other than loss of a prepayment the Applicable Margin) by such Lender by reason of Eurodollar Rate Loans the liquidation or the conversion reemployment of Eurodollar Rate Loans into ABR Loansdeposits or other funds acquired by such Lender to effect or maintain such Loan in connection with, on a day that is not the last day of an Interest Period with respect thereto or a day that is not the scheduled maturity date with respect thereto, including in each caseby reason of, any such loss or expense arising from the reemployment of funds obtained by such Bank or from fees payable to terminate the deposits from which such funds were obtained. The calculation of all amounts payable to a Bank under this Section 3.7(aevent and (ii) shall be made pursuant to the method described in Section 4.8(a), but in no event shall such amounts payable with respect to any Eurodollar Rate Loan exceed the amounts that would have been payable assuming such Bank had actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the applicable Eurodollar Rate in an amount equal to the excess, if any, as reasonably determined by such Lender of (A) the amount of interest which would have accrued on the amount of the Loan that was to have been made for the period from the date such Eurodollar Rate Loan and having a maturity comparable Borrowing was to have been made to the last day of the Interest Period for such Loan that would have commenced on such date at the Adjusted Eurodollar Rate (minus the Applicable Margin) applicable to such Eurodollar Rate Loan; provided that each Bank may fund each Loan over (B) the amount of its Eurodollar Rate Loans 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 prime banks in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.7(a)London interbank market. (bc) The agreements in Any Lender demanding payment pursuant to this Section 3.7 3.04 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that in no event shall deliver to the Borrower be obligated to reimburse a statement reasonably setting forth the amount and manner of determining the loss or compensate any Bank expense for amounts contemplated by this Section 3.7 for amounts accruing prior to the date that is 90 days prior to the date upon which such Bank requests in writing such reimbursement or compensation from the Borrowerdemand is made, which statement shall be conclusive, absent manifest error.

Funding Losses Relating to Eurodollar Rate Loans. (a) The Borrower agrees, without duplication of any other provision under this Agreement, to indemnify each Bank and to hold each Bank harmless from any loss or expense that such Bank may sustain or incur as a consequence of (i) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Loan, (ii) default by the Borrower in making a borrowing of, conversion into or continuation of any Eurodollar Rate Loan after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (iii) default by the Borrower in making any prepayment of Eurodollar Rate Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (iv) the making of a prepayment of Eurodollar Rate Loans or the conversion of Eurodollar Rate Loans into ABR Loans, on a day that is not the last day of an Interest Period with respect thereto or a day that is not the scheduled maturity date with respect thereto, including in each case, any such loss or expense arising from the reemployment of funds obtained by such Bank or from fees payable to terminate the deposits from which such funds were obtained. The calculation of all amounts payable to a Bank under this Section 3.7(a) shall be made pursuant to the method described in Section 4.8(a), but in no event shall such amounts payable with respect to any Eurodollar Rate Loan exceed the amounts that would have been payable assuming such Bank had actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the applicable Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the Interest Period applicable to such Eurodollar Rate Loan; provided that each Bank may fund each of its Eurodollar Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.7(a). (b) The agreements in this Section 3.7 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that in no event shall the Borrower be obligated to reimburse or compensate any Bank for amounts contemplated by this Section 3.7 for amounts accruing prior to the date that is 90 days prior to the date upon which such Bank requests in writing such reimbursement or compensation from the Borrower.

Funding Losses Relating to Eurodollar Rate Loans. (a) The If any payment of principal of, or any Conversion of, any Eurodollar Rate Loan is made other than on the last day of an Interest Period relating to such Loan, as a result of a payment pursuant to Section 2.03(j), 3.02 or 3.03, a Conversion pursuant to Section 2.07 an acceleration of the maturity of any Note in accordance with the terms hereof, or for any other reason, the Borrower agreesshall, upon demand by any Lender, pay to such Lender at its Eurodollar Lending Office any amounts required to compensate such Lender for any losses or reasonable expenses which it may actually incur by reason of the liquidation or reemployment of the amounts so prepaid or of deposits or other funds acquired by such Lender to fund or maintain such Loan. In any such case, such loss and reasonable expense shall be equal to the sum, without duplication of any other provision under this Agreementamounts, to indemnify each Bank and to hold each Bank harmless from any loss or expense that such Bank may sustain or incur as a consequence of (i) default the costs and expenses incurred (other than loss of the Applicable Margin) in connection with, or by reason of, any such event and (ii) an amount equal to the excess, if any, as reasonably determined by such Lender of (A) the amount of interest which would have accrued on the amount so paid or accelerated for the period from the date of such payment or acceleration to the last day of the Interest Period for such Loan at the Adjusted Eurodollar Rate (minus the Applicable Margin) applicable to such Loan over (B) 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 prime banks in the London interbank market. (b) The Borrower shall indemnify each Lender against any loss or reasonable expense incurred by such Lender as a result of (i) any failure by the Borrower in payment when due to fulfill on the date of the principal amount any proposed Borrowing of or interest on any Conversion into a Eurodollar Rate Loan, Loan the applicable conditions set forth in Article IV or (ii) default any failure by the Borrower in making to make a borrowing of, conversion Borrowing of or Conversion into or continuation of any a Eurodollar Rate Loan after the Borrower has given a notice requesting the same in accordance with the provisions hereof. In any such case, such loss and reasonable expense shall be equal to the sum, without duplication of this Agreementamounts, of (iiii) default the costs and expenses incurred (other than loss of the Applicable Margin) by such Lender by reason of the Borrower in making any prepayment liquidation or reemployment of deposits or other funds acquired by such Lender to effect or maintain such Eurodollar Rate Loans after the Borrower has given a notice thereof Loan in accordance with the provisions of this Agreement connection with, or (iv) the making of a prepayment of Eurodollar Rate Loans or the conversion of Eurodollar Rate Loans into ABR Loans, on a day that is not the last day of an Interest Period with respect thereto or a day that is not the scheduled maturity date with respect thereto, including in each caseby reason of, any such loss or expense arising from the reemployment of funds obtained by such Bank or from fees payable to terminate the deposits from which such funds were obtained. The calculation of all amounts payable to a Bank under this Section 3.7(aevent and (ii) shall be made pursuant to the method described in Section 4.8(a), but in no event shall such amounts payable with respect to any Eurodollar Rate Loan exceed the amounts that would have been payable assuming such Bank had actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the applicable Eurodollar Rate in an amount equal to the excess, if any, as reasonably determined by such Lender of (A) the amount of such interest which would have accrued on the amount of the Eurodollar Rate Loan and having a maturity comparable that was to have been made or into which another Loan was to have been Converted for the period from the date such Borrowing or Conversion was to have been made to the last day of the Interest Period for such Loan that would have commenced on such date at the Adjusted Eurodollar Rate (minus the Applicable Margin) applicable to such Eurodollar Rate Loan; provided that each Bank may fund each Loan over (B) the amount of its Eurodollar Rate Loans 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 prime banks in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.7(a)London interbank market. (bc) The agreements in Any Lender demanding payment pursuant to this Section 3.7 3.04 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that in no event shall deliver to the Borrower be obligated to reimburse a statement reasonably setting forth the amount and manner of determining the loss or compensate any Bank expense for amounts contemplated by this Section 3.7 for amounts accruing prior to the date that is 90 days prior to the date upon which such Bank requests in writing such reimbursement or compensation from the Borrowerdemand is made, which statement shall be conclusive, absent manifest error.

Funding Losses Relating to Eurodollar Rate Loans. (a) The If any payment of principal of, or any Conversion of, any Eurodollar Rate Loan is made other than on the last day of an Interest Period relating to such Loan, as a result of a payment pursuant to Section 2.03(j), 3.02 or 3.03, a Conversion pursuant to Section 2.06(b)(ii) or 2.07, an acceleration of the maturity of any Note in accordance with the terms hereof, or for any other reason, the Borrower agreesshall, upon demand by any Lender, pay to such Lender at its Eurodollar Lending Office any amounts required to compensate such Lender for any losses or reasonable expenses which it may actually incur by reason of the liquidation or reemployment of the amounts so prepaid or of deposits or other funds acquired by such Lender to fund or maintain such Loan. In any such case, such loss and reasonable expense shall be equal to the sum, without duplication of any other provision under this Agreementamounts, to indemnify each Bank and to hold each Bank harmless from any loss or expense that such Bank may sustain or incur as a consequence of (i) default the costs and expenses incurred (other than loss of the Applicable Margin) in connection with, or by reason of, any such event and (ii) an amount equal to the excess, if any, as reasonably determined by such Lender of (A) the amount of interest which would have accrued on the amount so paid or accelerated for the period from the date of such payment or acceleration to the last day of the Interest Period for such Loan at the Adjusted Eurodollar Rate (minus the Applicable Margin) applicable to such Loan over (B) 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 prime banks in the London interbank market. (b) The Borrower shall indemnify each Lender against any loss or reasonable expense incurred by such Lender as a result of (i) any failure by the Borrower in payment when due to fulfill on the date of the principal amount any proposed Borrowing of or interest on any Conversion into a Eurodollar Rate Loan, Loan the applicable conditions set forth in Article IV or (ii) default any failure by the Borrower in making to make a borrowing of, conversion Borrowing of or Conversion into or continuation of any a Eurodollar Rate Loan after the Borrower has given a notice requesting the same in accordance with the provisions hereof. In any such case, such loss and reasonable expense shall be equal to the sum, without duplication of this Agreementamounts, of (iiii) default the costs and expenses incurred (other than loss of the Applicable Margin) by such Lender by reason of the Borrower in making any prepayment liquidation or reemployment of deposits or other funds acquired by such Lender to effect or maintain such Eurodollar Rate Loans after the Borrower has given a notice thereof Loan in accordance with the provisions of this Agreement connection with, or (iv) the making of a prepayment of Eurodollar Rate Loans or the conversion of Eurodollar Rate Loans into ABR Loans, on a day that is not the last day of an Interest Period with respect thereto or a day that is not the scheduled maturity date with respect thereto, including in each caseby reason of, any such loss or expense arising from the reemployment of funds obtained by such Bank or from fees payable to terminate the deposits from which such funds were obtained. The calculation of all amounts payable to a Bank under this Section 3.7(aevent and (ii) shall be made pursuant to the method described in Section 4.8(a), but in no event shall such amounts payable with respect to any Eurodollar Rate Loan exceed the amounts that would have been payable assuming such Bank had actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the applicable Eurodollar Rate in an amount equal to the excess, if any, as reasonably determined by such Lender of (A) the amount of such interest which would have accrued on the amount of the Eurodollar Rate Loan and having a maturity comparable that was to have been made or into which another Loan was to have been Converted for the period from the date such Borrowing or Conversion was to have been made to the last day of the Interest Period for such Loan that would have commenced on such date at the Adjusted Eurodollar Rate (minus the Applicable Margin) applicable to such Eurodollar Rate Loan; provided that each Bank may fund each Loan over (B) the amount of its Eurodollar Rate Loans 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 prime banks in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.7(a)London interbank market. (bc) The agreements in Any Lender demanding payment pursuant to this Section 3.7 3.04 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that in no event shall deliver to the Borrower be obligated to reimburse a statement reasonably setting forth the amount and manner of determining the loss or compensate any Bank expense for amounts contemplated by this Section 3.7 for amounts accruing prior to the date that is 90 days prior to the date upon which such Bank requests in writing such reimbursement or compensation from the Borrowerdemand is made, which statement shall be conclusive, absent manifest error.

Funding Losses Relating to Eurodollar Rate Loans. (a) The Borrower agrees, without duplication of any other provision under this Agreement, to indemnify each Bank and to hold each Bank harmless from any loss or expense that such Bank may sustain or incur as a consequence of (i) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Loan, (ii) default by the Borrower in making a borrowing of, conversion into or continuation of any Eurodollar Rate Loan after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (iii) default by the Borrower in making any prepayment of Eurodollar Rate Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (iv) the making of a prepayment of Eurodollar Rate Loans or the conversion of Eurodollar Rate Loans into ABR Loans, on a day that is not the last day of an Interest Period with respect thereto or a day that is not the scheduled maturity date with respect thereto, including in each case, any such loss or expense arising from the reemployment of funds obtained by such Bank or from fees payable to terminate the deposits from which such funds were obtained. The calculation of all amounts payable to a Bank under this Section 3.7(a) shall be made pursuant to the method described in Section 4.8(a5.8(a), but in no event shall such amounts payable with respect to any Eurodollar Rate Loan exceed the amounts that would have been payable assuming such Bank had actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the applicable Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the Interest Period applicable to such Eurodollar Rate Loan; provided that each Bank may fund each of its Eurodollar Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.7(a). (b) The agreements in this Section 3.7 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that in no event shall the Borrower be obligated to reimburse or compensate any Bank for amounts contemplated by this Section 3.7 for amounts accruing prior to the date that is 90 days prior to the date upon which such Bank requests in writing such reimbursement or compensation from the Borrower.

Funding Losses Relating to Eurodollar Rate Loans. (a) The Borrower agrees, without duplication of any other provision under this Agreement, to indemnify each Bank and to hold each Bank harmless from any loss or expense that such Bank may sustain or incur as a consequence of (i) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Loan, (ii) default by the Borrower in making a borrowing of, conversion into or continuation of any Eurodollar Rate Loan after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (iii) default by the Borrower in making any prepayment of Eurodollar Rate Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or Agreement, (iv) the making of a prepayment of Eurodollar Rate Loans or the conversion of Eurodollar Rate Loans into ABR Loans, on a day that is not the last day of an Interest Period with respect thereto or a day that is not the scheduled maturity date with respect theretothereto (including as a result of an Event of Default and/or the acceleration of the Loans), or (v) the assignment of a Eurodollar Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 4.6, including in each case, any such loss or expense arising from the reemployment of funds obtained by such Bank or from fees payable to terminate the deposits from which such funds were obtained. The calculation of all amounts payable to a Bank under this Section 3.7(a) shall be made pursuant to the method described in Section 4.8(a4.7(a), but in no event shall such amounts payable with respect to any Eurodollar Rate Loan exceed the amounts that would have been payable assuming such Bank had actually funded its relevant Eurodollar Rate Loan through the purchase of a deposit bearing interest at the applicable Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the Interest Period applicable to such Eurodollar Rate Loan; provided that each Bank may fund each of its Eurodollar Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 3.7(a). (b) The agreements in this Section 3.7 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that in no event shall the Borrower be obligated to reimburse or compensate any Bank for amounts contemplated by this Section 3.7 for amounts accruing prior to the date that is 90 days prior to the date upon which such Bank requests in writing such reimbursement or compensation from the Borrower.