Common use of Indemnification for Loss Clause in Contracts

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.4, (iii) a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail for any reason to Convert borrow a Eurodollar Advance after it shall have given notice to do so Revolving Credit Loan in respect of which it shall have requested a Eurodollar Advance pursuant or to Section 2.3 convert an Advance to a Eurodollar Advance after it shall have notified the Administrative Agent of its intent to do so, or 3.3if the Borrower shall fail for any reason to borrow a Competitive Bid Loan in any instance in which it shall have accepted one or more Competitive Bids, as the case may be, (ii) or if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it a Swing Line Lender shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)thereto, (iii) or if a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated terminate for any reason prior to the last day of the Interest Period applicable thereto (other than thereto, or if the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default Borrower shall for any reason prepay or Event of Default shall exist), (iv) repay all or any repayment or prepayment part of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (thereto, without duplication of other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)payments hereunder, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss loss, including any foreign exchange losses, or out of pocket expense suffered by such Lender as a result of such failure to borrow or Convertconvert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Term SOFR Advance or if the Borrower shall fail to Convert all or any portion of any Revolving Credit Loan constituting an ABR Advance to a Eurodollar Term SOFR Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Term SOFR Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.4, (iii) a Eurodollar Advance, Term SOFR Advance or Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Term SOFR Advance or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment Commitments and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 or Section 2.7, or (vi) a Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Term SOFR Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Term SOFR Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert all or any portion of any Revolving Credit Loan constituting an ABR Advance to a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.4, (iii) a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment Commitments and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert all or any portion of any Revolving Credit Loan constituting an ABR Advance to a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.4, (iii) a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) if the Borrower Borrowers shall fail to borrow an Advance after it has requested such Advance as a Eurodollar Rate Advance pursuant to Section 2.02 or if the Borrower shall fail to Convert a Eurodollar or Continue an Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Rate Advance pursuant to Section 2.3 or 3.3, as the case may be2.07, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) if a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Rate Advance shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination including by reason of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall existits Conversion), or (iviii) if any repayment or prepayment of some or all of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Rate Advance is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than thereto, then, in any such case the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees Borrowers agree to indemnify (on a joint and several basis) each affected Lender against, and to pay promptly pay, on demand demand, directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or reasonable out-of-pocket expense suffered by such Lender as a result of such failure to borrow borrow, Convert or ConvertContinue, or such termination, repayment, prepayment repayment or revocationprepayment, including (A) in the case of a Eurodollar Rate Advance, any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Rate Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to its such Eurodollar Rate Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and (B) any reasonable internal processing charge customarily charged by such Lender in connection therewith. At the election of such Lender, and without limiting the generality of the foregoing, but without duplication, such compensation on account of losses may include an amount equal to the excess of (i) the interest that would have been received from the Borrowers under this Agreement on any amounts to be reemployed during an Interest Period or its remaining portion over (ii) the interest component of the return that such Lender determines it could have obtained had it placed such amount on deposit in the interbank eurodollar market selected for a period equal to the applicable Interest Period or its remaining portion. A statement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section submitted by a Lender or an Agent, as the case may be, to the Borrowers shall be conclusive absent manifest error.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance Loan or if the Borrower shall fail to Convert all or any portion of any Loan constituting an ABR Loan to a Eurodollar Advance Loan after it shall have given notice to do so in which it shall have requested a Eurodollar Advance Loan pursuant to Section 2.3 2.02 or 3.3Section 3.03, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iviii) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which that is prior to the last day of the Interest Period applicable thereto thereto, (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (viv) the Borrower shall have revoked a Borrowing Request, a notice of prepayment or prepayment, a notice of termination of the Commitments, the Swing Line Commitment and the Letter Commitments or a notice of Credit Commitment Conversion that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 2.02, Section 2.04, Section 2.05 or 2.7Section 3.03, or (v) a Eurodollar Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a replacement of a Lender pursuant to clause (x) of Section 3.12, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail for any reason to Convert borrow a Eurodollar Advance after it shall have given notice to do so Revolving Credit Loan in respect of which it shall have requested a Eurodollar Advance pursuant or to Section 2.3 convert an Advance to a Eurodollar Advance after it shall have notified the Administrative Agent of its intent to do so, or 3.3if the Borrower shall fail for any reason to borrow a Competitive Bid Loan in any instance in which it shall have accepted one or more Competitive Bids, as the case may be, (ii) or if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it the Swing Line Lender shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)thereto, (iii) or if a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated terminate for any reason prior to the last day of the Interest Period applicable thereto (other than thereto, or if the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default Borrower shall for any reason prepay or Event of Default shall exist), (iv) repay all or any repayment or prepayment part of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (thereto, without duplication of other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)payments hereunder, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or out of pocket expense suffered by such Lender as a result of such failure to borrow or Convertconvert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail for any reason to Convert a Eurodollar borrow or convert an Advance after it shall have given notice to do so in which it shall have requested a Eurodollar LIBOR Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) the Borrower shall fail to borrow or if a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan LIBOR Advance shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default thereto, or Event of Default shall exist), (iv) if any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan LIBOR Advance is made by the Borrower for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7thereto, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or out-of-pocket expense (other than any special or consequential damages or other losses) suffered by such Lender as a result of such failure to borrow or Convertconvert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar LIBOR Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar LIBOR Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith. Calculations of all amounts payable under this Section 3.5 shall be made on the assumption that each Lender has funded each of its relevant LIBOR Advances through the purchase of LIBOR deposits bearing interest at the LIBOR Rate and in an amount equal to the amount of such LIBOR Advances and with a maturity equivalent to the Interest Periods applicable to such LIBOR Advances.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the if a Borrower shall fail to borrow a Eurodollar Advance or if the a Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) or if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) or if a Eurodollar Advance, Competitive Bid Loan Advance or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default thereto, or Event of Default shall exist), (iv) if any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan Advance or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the such Borrower agrees to indemnify each Lender (or the Swing Line Lender, as applicable) against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan Advance or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan Advance or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) if the Borrower Company shall fail to borrow a Eurodollar Advance LIBOR Loan or if the Borrower Company shall fail to Convert to a Eurodollar Advance LIBOR Loan after it shall have given notice to do so in which it shall have requested a Eurodollar Advance LIBOR Loan pursuant to Section paragraph 2.3 or 3.33.3 (other than any such failure to borrow or Convert solely by reason of the failure by the Agent or a Lender or Lenders to comply with its or their obligations hereunder with respect to the relevant LIBOR Loan), as the case may be, (ii) or if the Borrower Company shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section paragraph 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section pursuant to paragraph 2.2(a), (iii) or if a Eurodollar AdvanceLIBOR Loan, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default thereto, or Event of Default shall exist), (iv) if any repayment or prepayment of the principal amount of a Eurodollar AdvanceLIBOR Loan, a Competitive Bid Loan or a Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitmentsappli- cable thereto, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower Company agrees to indemnify each Lender (or the Swing Line Lender, as applicable) against, and to pay on demand directly di- rectly to such Lender the amount (calculated by such Lender using any commercially reasonable method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating liqui- dating or employing deposits acquired to fund or maintain the funding of such Eurodollar AdvanceLIBOR Loan, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar AdvanceLIBOR Loan, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.. 3.6

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender (or the Swing Line Lender, as applicable) against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Term SOFR Advance or if the Borrower shall fail to Convert all or any portion of any Revolving Credit Loan constituting an ABR Advance to a Eurodollar Term SOFR Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Term SOFR Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.4, (iii) a Eurodollar Advance, Term SOFR Advance or Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Term SOFR Advance or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment Commitments and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 or Section 2.7, or (vi) a Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Term SOFR Advance or Competitive CHAR1\1889946v5 Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Term SOFR Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities or the consummation of the issuance of long term Indebtedness or equity securities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) if the Borrower shall fail to borrow an Advance after it has requested such Advance as a Eurodollar Rate Advance or if the Borrower a Commercial Paper Rate Advance pursuant to SECTION 2.02 or shall fail to Convert a Eurodollar or Continue an Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Rate Advance or a Commercial Paper Rate Advance pursuant to Section 2.3 or 3.3, as the case may beSECTION 2.08, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) if a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Rate Advance shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than including by reason of its Conversion), (iii) if a Commercial Paper Rate Advance shall be terminated for any reason prior to the termination last day of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event any Fixed Period applicable thereto (including by reason of Default shall existthe Conversion thereof pursuant to SECTION 2.07(c)), (iv) if any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Rate Advance is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of if any repayment or prepayment or notice of termination of the Commitmentsprincipal amount of a Commercial Paper Rate Advance is made for any reason on a date which is prior to the last day of any Fixed Period applicable thereto, THEN, subject to the Swing Line Commitment provisions of the Subordination Agreement and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7Article IX hereof, in any such case the Borrower agrees to indemnify each affected Lender against, and to pay promptly pay, on the later of the date of demand and the earliest date permitted under the provisions of the Subordination Agreement and Article IX hereof, directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or reasonable out-of-pocket expense suffered by such Lender as a result of such failure to borrow borrow, Convert or ConvertContinue, or such termination, repayment, prepayment repayment or revocationprepayment, including (A) in the case of a Eurodollar Rate Advance, any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Rate Advance, Competitive Bid Loan or Swing Line Loanredeploying funds prepaid or repaid, as in amounts which correspond to its such Eurodollar Rate Advance, (B) in the case may beof a Commercial Paper Rate Advance, any loss, cost or expense suffered by such Lender by reason of its issuance of Commercial Paper Notes or its incurrence of other obligations allocated by such Lender to its funding or the maintenance of its funding of such Commercial Paper Rate Advance, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Commercial Paper Rate Advance, Competitive Bid Loan or Swing Line Loan, as the and (C) in either case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith. At the election of such Lender, and without limiting the generality of the foregoing, but without duplication, such compensation on account of losses may include an amount equal to (A) the excess of (i) the interest that would have been received from the Borrower under this Agreement on any amounts to be reemployed during an Interest Period or Fixed Period, as applicable, or its remaining portion over (ii) in the case of a Eurodollar Rate Advance, the interest component of the return that such Lender determines it could have obtained had it placed such amount on deposit in the interbank eurodollar market selected for a period equal to the applicable Interest Period or its remaining portion or, (B) in the case of a Commercial Paper Rate Advance, the aggregate interest cost incurred by such Lender (inclusive of dealer fees) in respect of Commercial Paper Notes or other obligations allocated by such Lender to its funding or the maintenance of its funding of such Commercial Paper Rate Advance through the end of an applicable Fixed Period. Astatement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section submitted by a Lender or the Administrative Agent, as the case may be, to the Borrower shall be conclusive absent manifest error.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) if the Borrower shall fail to borrow or convert on a Eurodollar Advance Borrowing Date or if the Borrower shall fail to Convert a Eurodollar Advance Conversion Date after it shall have given notice to do so in which it shall have requested (or is deemed to have requested) a Eurodollar Advance pursuant to Section 2.3 or 3.3an Alternate Currency Euro Advance, as the case may be, (ii) or if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan Negotiated Rate Advance after it the Swing Line Lender shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.2, (iii) or if a Eurodollar Advance, Competitive Bid Loan an Alternate Currency Euro Advance or a Swing Line Loan Negotiated Rate Advance shall be terminated by the Borrower for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of thereto, or if, while a Eurodollar Advance, an Alternate Currency Euro Advance or a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)Negotiated Rate Advance is outstanding, (iv) any repayment or prepayment of the principal amount of a such Eurodollar Advance, Competitive Bid Loan Alternate Currency Euro Advance or Swing Line Loan Swing Line Negotiated Rate Advance is made for any reason (including, without limitation, as a result of acceleration or illegality) on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7thereto, the Borrower agrees to indemnify each Lender or the Swing Line Lender, as the case may be, against, and to pay on demand directly to such Lender or the Swing Line Lender, as the case may be, the amount (calculated by such Lender or the Swing Line Lender, as the case may be, using any reasonable method chosen by such Lender which is customarily used by such Lender or the Swing Line Lender for such purpose) equal to any loss or reasonable out-of-pocket expense suffered by such Lender or the Swing Line Lender as a result of such failure to borrow or Convertconvert (other than as a result of a default by such Lender), or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender or the Swing Line Lender, as the case may be, in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan Alternate Currency Euro Advance or Swing Line LoanNegotiated Rate Advance, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan Alternate Currency Euro Advance or Swing Line Loan, as the case may beNegotiated Rate Advance, and any reasonable internal processing charge customarily charged by such Lender or the Swing Line Lender, as the case may be, in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance Term SOFR Loan or if the Borrower shall fail to Convert all or any portion of any Loan constituting an ABR Loan to a Eurodollar Advance Term SOFR Loan after it shall have given notice to do so in which it shall have requested a Eurodollar Advance Term SOFR Loan pursuant to Section 2.3 2.02 or 3.3Section 3.03, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Term SOFR Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iviii) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Term SOFR Loan is made for any reason on a date which that is prior to the last day of the Interest Period applicable thereto thereto, (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (viv) the Borrower shall have revoked a Borrowing Request, a notice of prepayment or prepayment, a notice of termination of the Commitments, the Swing Line Commitment and the Letter Commitments or a notice of Credit Commitment Conversion that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 2.02, Section 2.04, Section 2.05 or 2.7Section 3.03, or (v) a Term SOFR Loan is assigned other than on the last day of the Interest Period applicable thereto as a result of a replacement of a Lender pursuant to clause (x) of Section 3.12, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Term SOFR Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Term SOFR Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail for any reason to Convert borrow a Eurodollar Advance after it shall have given notice to do so Revolving Credit Loan in respect of which it shall have requested a Eurodollar Advance pursuant or to Section 2.3 convert an Advance to a Eurodollar Advance after it shall have notified the Administrative Agent of its intent to do so, or 3.3if the Bor- rower shall fail for any reason to borrow a Competitive Bid Loan in any instance in which it shall have accepted one or more Competitive Bids, as the case may be, (ii) or if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it the Swing Line Lender shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)thereto, (iii) or if a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated terminate for any reason prior to the last day of the Interest Period applicable thereto (other than thereto, or if the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default Borrower shall for any reason prepay or Event of Default shall exist), (iv) repay all or any repayment or prepayment part of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any reasonable method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or out-of- pocket expense suffered by such Lender as a result of such failure to borrow or Convertconvert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: if (i) the Borrower shall fail for any reason to borrow a Eurodollar Advance borrow, convert or if the Borrower shall fail to Convert a Eurodollar continue an Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with one or more offers therefor pursuant to Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.4, (iii) a Eurodollar Advance, Advance or a Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default thereto, or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Advance is made by the Borrower for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7thereto, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or out-of-pocket expense suffered by such Lender as a result of such failure to borrow borrow, convert or Convertcontinue, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Advance or its Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to its pro rata share of such Eurodollar Advance, Advance or its Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith. At the election of such Lender, and without limiting the generality of the foregoing, but without duplication, such compensation on account of losses may include an amount equal to the excess of (i) the interest (excluding the Applicable Margin) that would have been received from the Borrower under this Agreement on any amounts to be reemployed during an Interest Period or its remaining portion over (ii) the interest component of the return that such Lender determines it could have obtained had it placed such amount on deposit (A) in the case of a Eurodollar Advance, in the interbank eurodollar market selected for a period equal to the applicable Eurodollar Interest Period or its remaining portion and (B) in the case of a Competitive Bid Loan, in the domestic certificate of deposit market selected for a period equal to the applicable Competitive Interest Period or its remaining portion. Each determination by the Agent or a Lender pursuant to this Section shall be conclusive and binding on the Borrower absent manifest error.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the if any Borrower shall fail for any reason to borrow a Eurodollar Advance or if convert from or into any Fixed Rate Loan on the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so date specified therefor in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 the applicable Borrowing Request, Notice of Conversion, or 3.3Bid, as the case may be, or (ii) the if any Fixed Rate Loan to such Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated terminate for any reason prior to the last day of the Euro Interest Period, Bid Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Interest Period, as the case may be, applicable thereto, or (iii) if such Fixed Rate Loan is made repaid or prepaid, in whole or in part, for any reason on a date which is prior to the last day of the Euro Interest Period, Bid Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)Interest Period, or (v) as the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitmentscase may be, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7applicable thereto, the such Borrower agrees to indemnify each applicable Lender or the Swing Line Lender, as the case may be, against, and to pay on demand Table of Contents directly to such Lender or the Swing Line Lender, as the case may be, the amount (calculated by such Lender or the Swing Line Lender, as the case may be, using any method chosen by such Lender it which is customarily used by such Lender it for such purpose) equal to any loss or out-of-pocket expense (excluding loss of margin) suffered by such Lender or the Swing Line Lender, as the case may be, as a result of such failure to borrow or Convert, convert or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender or the Swing Line Lender, as the case may be, in liquidating or employing deposits acquired to fund or maintain the funding of its Fixed Rate Loans to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may beBorrower, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may beFixed Rate Loans, and any reasonable internal processing charge customarily charged by such Lender or the Swing Line Lender, as the case may be, in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or a. if the Borrower shall fail for any reason to Convert borrow a Eurodollar Advance after it shall have given notice to do so Revolving Credit Loan in respect of which it shall have requested a Eurodollar Advance pursuant or convert an Advance to Section 2.3 a Eurodollar Advance after it shall have notified the Administrative Agent of its intent to do so, or 3.3b. if the Borrower shall fail for any reason to borrow a Competitive Bid Loan in any instance in which it shall have accepted one or more offers of Competitive Bid Loans, as the case may be, (ii) or c. if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan Negotiated Rate Advance after it the Swing Line Lender shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.5, (iii) or d. if a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Negotiated Rate Advance shall be terminated terminate for any reason prior to the last day of the Interest Period applicable thereto (other than thereto, or e. if the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default Borrower shall prepay or Event of Default shall exist), (iv) repay all or any repayment or prepayment part of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is Negotiated Rate Advance prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7thereto, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or out-of-pocket expense suffered by such Lender as a result of such failure to borrow or Convertconvert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line LoanNegotiated Rate Advance, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line LoanNegotiated Rate Advance, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert all or any portion of any Revolving Credit Loan constituting an ABR Advance to a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.4, (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount CVS Health Corporation 2018 364-Day Year Credit Agreement of a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Term SOFR Advance or if the Borrower shall fail to Convert all or any portion of any Term Loan constituting an ABR Advance to a Eurodollar Term SOFR Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Term SOFR Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Term SOFR Advance shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iviii) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Term SOFR Advance is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto thereto, (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (viv) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 or Section 2.7, (v) the Borrower shall have revoked a notice of borrowing that was conditioned upon the effectiveness of transactions pursuant to Section 2.3, or (vi) a Term SOFR Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, Term SOFR Advance or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, Term SOFR Advance and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert all or any portion of any Revolving Credit Loan constituting an ABR Advance to a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.4, (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of CVS Health Corporation 2017 364-Day Credit Agreement prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail for any reason to Convert a Eurodollar borrow or convert an Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)3.2, (iii) or if a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Advance shall be terminated or converted for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default thereto, or Event of Default shall exist), (iv) if any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Advance is made by the Borrower for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of indemnify the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such the Lender the amount (calculated by such the Lender using any method chosen by such the Lender which is customarily used by such the Lender for such purpose) for similar Loans equal to any loss or out-of-pocket expense suffered by such the Lender as a result of such failure to borrow or Convertconvert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such the Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such the Lender in connection therewith. A certificate of the Lender setting forth the amount of any loss, cost or expense suffered by the Lender shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within 20 days after receipt thereof or receipt of a revised certificate correcting any manifest error in the first such certificate.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail for any reason to Convert borrow a Eurodollar Advance after it shall have given notice to do so Revolving Credit Loan in respect of which it shall have requested a Eurodollar Advance pursuant or to Section 2.3 convert an Advance to a Eurodollar Advance after it shall have notified the Administrative Agent of its intent to do so, or 3.3, as the case may be, (ii) if the Borrower shall fail for any reason to borrow a Competitive Bid Loan after in any instance in which it shall have accepted any offer with respect thereto in accordance with Section 2.4 one or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)more Competitive Bids, (iii) or if a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan shall be terminated terminate for any reason prior to the last day of the Interest Period applicable thereto (other than thereto, or if the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default Borrower shall for any reason to prepay or Event of Default shall exist), (iv) repay all or any repayment or prepayment part of the principal amount of a Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (thereto, without duplication of other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)payments hereunder, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or out of pocket expense suffered by such Lender as a result of such failure to borrow or Convertconvert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Advance or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail for any reason to Convert borrow a Eurodollar Advance after it shall have given notice to do so Revolving Credit Loan in respect of which it shall have requested a Eurodollar Advance pursuant or to Section 2.3 convert an Advance to a Eurodollar Advance after it shall have notified the Administrative Agent of its intent to do so, or 3.3, as the case may be, (ii) if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it the Swing Line Lender shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)thereto, (iii) or if a Eurodollar Advance, Competitive Bid Loan Advance or Swing Line Loan shall be terminated terminate for any reason prior to the last day of the Interest Period applicable thereto (other than thereto, or if the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default Borrower shall for any reason prepay or Event of Default shall exist), (iv) repay all or any repayment or prepayment part of the principal amount of a Eurodollar Advance, Competitive Bid Loan Advance or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any reasonable method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or out-of-pocket expense suffered by such Lender as a result of such failure to borrow or Convertconvert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan Advance or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan Advance or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith. In the event that any Lender makes any claim under this Section 3.5, such Lender shall furnish to the Borrower a statement showing in reasonable detail the calculation of the amount so claimed.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds 40 CVS Caremark 2013 Credit Agreement prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) if the Borrower shall fail to borrow or convert on a Eurodollar Advance Borrowing Date or if the Borrower shall fail to Convert a Eurodollar Advance Conversion Date after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3an Alternate Currency Euro Advance, as the case may be, (ii) or if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan Negotiated Rate Advance after it the Swing Line Lender shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)2.2, (iii) or if a Eurodollar Advance, Competitive Bid Loan an Alternate Currency Euro Advance or a Swing Line Loan Negotiated Rate Advance shall be terminated by the Borrower for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of thereto, or if, while a Eurodollar Advance, an Alternate Currency Euro Advance or a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)Negotiated Rate Advance is outstanding, (iv) any repayment or prepayment of the principal amount of a such Eurodollar Advance, Competitive Bid Loan Alternate Currency Euro Advance or Swing Line Loan Swing Line Negotiated Rate Advance is made for any reason (including, without limitation, as a result of acceleration or illegality) on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7thereto, the Borrower agrees to indemnify each Lender or the Swing Line Lender, as the case may be, against, and to pay on demand directly to such Lender or the Swing Line Lender, as the case may be, the amount (calculated by such Lender or the Swing Line Lender, as the case may be, using any reasonable method chosen by such Lender which is customarily used by such Lender or the Swing Line Lender for such purpose) equal to any loss or reasonable out-of-pocket expense suffered by such Lender or the Swing Line Lender as a result of such failure to borrow or Convertconvert (other than as a result of a default by such Lender), or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender or the Swing Line Lender, as the case may be, in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan Alternate Currency Euro Advance or Swing Line LoanNegotiated Rate Advance, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan Alternate Currency Euro Advance or Swing Line Loan, as the case may beNegotiated Rate Advance, and any reasonable internal processing charge customarily charged by such Lender or the Swing Line Lender, as the case may be, in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)[reserved], (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Advance shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan Advance is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, Advance or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, Advance and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the Borrower agrees to indemnify each Lender (or the Swing Line Lender, as applicable) against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the if a Borrower shall fail to borrow a Eurodollar Advance or if the a Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3, as the case may be, (ii) or if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) or if the applicable Borrower shall fail to borrow a Competitive Bid Loan after the Company on behalf of such Borrower shall have accepted any offer with respect thereto in accordance with Section 2.4, or if a Eurodollar Advance, Swing Line Loan or Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default thereto, or Event of Default shall exist), (iv) if any repayment or prepayment of the principal amount of a Eurodollar Advance, Swing Line Loan or Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist)thereto, or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7, the such Borrower agrees to indemnify each Lender (or the Swing Line Lender, as applicable) against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment repayment or revocationprepayment, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Swing Line Loan or Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Swing Line Loan or Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause CVS Health Corporation 2015 Credit Agreement (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert all or any portion of any Revolving Credit Loan constituting an ABR Advance to a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan CVS Health Corporation 2017 Five Year Credit Agreement or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewiththerewith for borrowers similar to the Borrower.

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: (i) the Borrower shall fail to borrow a Eurodollar Advance or if the Borrower shall fail to Convert all or any portion of any Revolving Credit Loan constituting an ABR Advance to a Eurodollar Advance after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or Section 3.3, as the case may be, (ii) the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a), (iii) a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan shall be terminated for any reason prior to the last day of the Interest Period applicable thereto (other than the termination of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), (iv) any repayment or prepayment of the principal amount of a Eurodollar Advance, Competitive Bid Loan or Swing Line Loan is made for any reason on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities or transactions pursuant to Section 2.6 or Section 2.7, or (vi) a Eurodollar Advance is assigned other than on the last day of the Interest Period applicable thereto as a result of an increase in the Aggregate Commitment Amount pursuant to Section 2.6(d) or a replacement of a Lender pursuant to clause (x) or (z) of Section 3.13, then the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purposepurpose for borrowers similar to the Borrower) equal to any loss or expense suffered by such Lender as a result of such failure to borrow or Convert, or such termination, repayment, prepayment or revocation, including any loss, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.therewith for borrowers similar to the Borrower. CVS Health Corporation 2018 Five Year Credit Agreement

Indemnification for Loss. Notwithstanding anything contained herein to the contrary, if: if (i) the Borrower shall fail to borrow or convert or continue a Eurodollar Advance or if the Borrower shall fail to Convert an Alternate Currency Advance on a Eurodollar Advance Borrowing Date or Conversion/Continuation Date after it shall have given notice to do so in which it shall have requested a Eurodollar Advance pursuant to Section 2.3 or 3.3an Alternate Currency Advance, as the case may be, (ii) or if the Borrower shall fail to borrow a Competitive Bid Loan after it shall have accepted any offer with respect thereto in accordance with Section 2.4 or a Swing Line Loan after it shall have agreed to a Negotiated Rate with respect thereto in accordance with Section 2.2(a)thereto, (iiiii) a Eurodollar Advance, Competitive Bid Loan Advance or Alternate Currency Advance or Swing Line Loan bearing interest at a Negotiated Rate shall be terminated for any reason prior to the last day of the Interest Period applicable thereto thereto, or (other than the termination of iii) while a Eurodollar Advance or an Alternate Currency Advance or Swing Line Loan resulting from a Mandatory Borrowing bearing interest at a time when no Default or Event of Default shall exist)Negotiated Rate is outstanding, (iv) any repayment or prepayment of the principal amount of a such Eurodollar Advance, Competitive Bid Loan Alternate Currency Advance or Swing Line Loan is made for any reason (including, without limitation, as a result of acceleration or illegality) on a date which is prior to the last day of the Interest Period applicable thereto (other than the repayment or prepayment of a Swing Line Loan resulting from a Mandatory Borrowing at a time when no Default or Event of Default shall exist), or (v) the Borrower shall have revoked a notice of prepayment or notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment that was conditioned upon the effectiveness of other credit facilities pursuant to Section 2.6 or 2.7thereto, the Borrower agrees to indemnify each Lender against, and to pay on demand directly to such Lender the amount (calculated by such Lender using any method chosen by such Lender which is customarily used by such Lender for such purpose) equal to Lender, any loss or expense suffered by such Lender as a result of such failure to borrow borrow, convert or Convertcontinue, or such termination, repaymentrepayment or prepayment, prepayment or revocationincluding, including any losswithout limitation, cost or expense suffered by such Lender in liquidating or employing deposits acquired to fund or maintain the funding of such Eurodollar Advancean amount, Competitive Bid Loan or Swing Line Loanif greater than zero, as the case may be, or redeploying funds prepaid or repaid, in amounts which correspond to such Eurodollar Advance, Competitive Bid Loan or Swing Line Loan, as the case may be, and any reasonable internal processing charge customarily charged by such Lender in connection therewith.equal to: A x (B-C) x D/360 where: