Common use of Funding Breakage Clause in Contracts

Funding Breakage. In the event that for any reason (i) the Borrower fails to borrow, convert or renew any part of any Loan which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, as the case may be, from and including the date on which such borrowing, conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, as the case may be, to the last day of the Funding Period applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may be, over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London interbank market. A certificate of a Lender Party claiming compensation under this Section 2.10(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive absent manifest error.

Funding Breakage. In the event that for any reason (i) the Borrower fails to borrow, convert or renew any part of any Loan hereunder which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance Portion after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion conversion, or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part Portion of any Competitive Bid Loan or Quoted Rate Swingline Loan, the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, as the case may be, from and including the date on which such borrowing, conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, as the case may be, to the last day of the Funding Period applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may beherein, over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London interbank market. A certificate of by a Lender Party claiming compensation under as to any amount that such Lender is entitled to receive pursuant to this Section 2.10(b2.9(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive (absent manifest error) if made in good faith.

Funding Breakage. In the event that for any reason (i) the Borrower fails to borrow, convert or renew any part of any Loan which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance Portion after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, Portion becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, as the case may be, from and including the date on which such borrowing, conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, as the case may be, to the last day of the Funding Period applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may be, over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London interbank market. A certificate of a Lender Party claiming compensation under this Section 2.10(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive absent manifest error.such

Funding Breakage. In the event that for any reason If (i) the any Borrower fails to borrow, convert or renew any part of any Loan hereunder which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance after notice requesting such borrowing, conversion or renewal has been given by the such Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion conversion, or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part Portion of any Competitive Bid Loan or Quoted Rate Swingline Loan, the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, the such Borrower shall indemnify each Lender the Banks on demand (following delivery by such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender the Banks may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (xi) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, as the case may be, from and including the date on which such borrowing, conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, as the case may be, to the last day of the Funding Period applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), ) in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may be, over (yii) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued the Administrative Agent with reference to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London interbank market. A certificate of a Lender Party claiming compensation under this Section 2.10(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive absent manifest error.applicable Telerate

Funding Breakage. In the event that for any reason (i) the Borrower fails to borrow, convert or renew any part of any Loan the Letter of Credit Unreimbursed Draws which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, Portion becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result -13- 280 of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, as the case may be, from and including the date on which such borrowing, conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, as the case may be, to the last day of the Funding Period applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may be, over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London interbank market. A certificate of a by the Lender Party claiming compensation under as to any amount that such Lender is entitled to receive pursuant to this Section 2.10(b3.16(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive absent manifest errorif made in good faith.

Funding Breakage. In the event that for any reason (i) the Borrower fails to borrow, convert or renew any part of any Loan hereunder which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, Portion becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, as the case may be, from and including the date on which such borrowing, conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, as the case may be, to the last day of the Funding Period applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may be, over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London interbank market. A certificate of a by the Lender Party claiming compensation under as to any amount that such Lender is entitled to receive pursuant to this Section 2.10(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive absent manifest errorif made in good faith.

Funding Breakage. In the event that for any reason (i) the Borrower fails to borrow, convert borrow or renew any part of any Loan which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance after notice requesting such borrowing, conversion borrowing or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion borrowing or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, becomes due (by acceleration or otherwise), or is paid, paid or prepaid or converted to another interest rate Option (whether or not such payment, payment or prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan not so borrowed, converted borrowed or renewed, or which so becomes due, or which is so paid, prepaid paid or convertedprepaid, as the case may be, from and including the date on which such borrowing, conversion borrowing or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid paid or convertedprepaid, as the case may be, to the last day of the Funding Period applicable to such amount (or, in the case of a failure to borrow, convert borrow or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion amount provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may be, over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London applicable interbank market. A certificate of a Lender Party claiming compensation under this Section 2.10(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive absent manifest error.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the event that extent for any reason (i) the Borrower fails to borrow, convert or renew any part of any Fixed LIBOR Rate Loan which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, Period (the Borrower shall indemnify each Lender on demand (following delivery by date such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, being referred to as the case may be"Funding Breakage Date") excepting, however, by reason solely of a Lender's decision, action or election to require such payment, prepayment or conversion other than by reason of the scheduled maturity thereof or the occurrence of an Event of Default, the Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender by calculating a sum equal to: (i) the amount of interest which otherwise would have accrued on the principal amount so paid for the period from and including the date on which such borrowing, conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, as the case may be, payment to but excluding the last day of the Fixed LIBOR Rate Funding Period applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case Fixed LIBOR Rate Loan at the applicable rate of interest for such Euro-Rate Portion Loan provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may be, herein; over (yii) the aggregate amount of interest the Lender would have bid in the London interbank market for U.S. Dollars for amounts comparable to such principal amount and maturities comparable to such period. Such Funding Breakage Indemnity shall be due and payable on demand. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Lender an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Floating Rate Option (as calculated on the basis of a year of 360 days and actual days elapsed). The amount payable to each Lender under this SECTION 2.16(b) shall be determined in good faith by such Lender) which would have accrued to Lender and such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London interbank market. A certificate of a Lender Party claiming compensation under this Section 2.10(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof determination shall be conclusive conclusive, absent manifest error.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the event that extent for any reason (i) the Borrower fails to borrow, convert or renew any part of any Fixed LIBOR Rate Loan which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion, or any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period, Interest Period (the Borrower shall indemnify each Lender on demand (following delivery by date such Lender to the Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, being referred to as the case may be"Funding Breakage Date") excepting, however, by reason solely of the Lender's decision, action or election to require such payment, prepayment or conversion other than by reason of the scheduled maturity thereof or the occurrence of an Event of Default, the Borrower shall pay the Lender an amount ("Funding Breakage Indemnity") determined by the Lender by calculating a sum equal to: (i) the amount of interest which otherwise would have accrued on the principal amount so paid for the period from and including the date on which such borrowing, conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan so becomes due, or on which such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, as the case may be, payment to but excluding the last day of the Funding Fixed LIBOR Rate Interest Period applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case Fixed LIBOR Rate Loan at the applicable rate of interest for such Euro-Rate Portion Loan provided for herein (excluding, however, the Applicable Margin included therein, if any), or the applicable Quoted Swingline Rate or applicable Competitive Bid Rate, as the case may be, herein; over (yii) the aggregate amount of interest the Lender would have bid in the London interbank market for U.S. Dollars for amounts comparable to such principal amount and maturities comparable to such period. Such Funding Breakage Indemnity shall be due and payable on demand. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to the Lender an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Floating Rate Option (as calculated on the basis of a year of 360 days and actual days elapsed). The amount payable to the Lender under this SECTION 2.17(b) shall be determined in good faith by the Lender and such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the London interbank market. A certificate of a Lender Party claiming compensation under this Section 2.10(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof determination shall be conclusive conclusive, absent manifest error.