Common use of Indemnity Clause in Contracts

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 9 contracts

Samples: Credit Agreement (CBS Corp), Amended and Restated Credit Agreement (CBS Corp), Amended and Restated Credit Agreement (CBS Corp)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss or expense described below which (other than taxes) that such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing Borrowing or proposed Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow borrow or to refinance, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing Borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.10, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 exclude loss of margin hereunder but shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued (assumed to be the Eurocurrency Adjusted LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.16 2.15 ( with calculations in reasonable detail and the reasons therefor) shall be delivered to the relevant Borrower through the Administrative Agent and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 6 contracts

Samples: Credit Agreement (Graham Packaging Holdings Co), American Axle & Manufacturing Holdings Inc, Graham Packaging Holdings Co

Indemnity. Each Borrower agrees to The Borrowers shall indemnify each Lender against any out-of-pocket loss or reasonable expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.06, ( c b) any payment, prepayment or conversion conversion, or assignment required under Section 2.21, of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period Period, if any, applicable thereto, (c) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the occurrence of any breakage is incurred Event of Default, including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency Adjusted LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) as a result of any loss shall be delivered to the relevant such Borrower and shall be conclusive absent manifest error . This covenant ; provided that any expenses related to any such loss that are incurred by such Lender and reported under such certificate shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder be required to be reasonably documented.

Appears in 6 contracts

Samples: Credit Facility Agreement (Xylem Inc.), Credit Facility Agreement (Exelis Inc.), Credit Facility Agreement (Exelis Inc.)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurodollar Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurodollar Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.14, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on such Borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), the Borrower shall, within five days of its receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive and binding on the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder Borrower.

Appears in 5 contracts

Samples: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc), Seminis Inc

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or reasonable expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower (other than any such failure caused by a default by such Lender) to borrow, borrow or to convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment prepayment, conversion or conversion transfer of a Eurocurrency Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the assignment of any Eurocurrency Loan other than on the last day of an Interest Period therefor as a result of a request by the Company pursuant to Section 2.20(b), including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on or Fixed Rate Loan but excluding any loss of profit or anticipated profit such as the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified Applicable Margin. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, transfer or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower Company and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 4 contracts

Samples: Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp), Harsco Corp

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurodollar Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurodollar Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.04, 2.05, 2.07, 2.14, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on such Borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), Borrower shall, within five days of its receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on Borrower.

Appears in 4 contracts

Samples: Credit Agreement (Rural Metro Corp /De/), Credit Agreement (Rural/Metro Corp /De/), Credit Agreement (Rural Metro Corp /De/)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurodollar Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurodollar Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.14, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on such Borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any Borrower pursuant hereto shall be accompanied (with a copy to the Administrative Agent), Borrower shall, within ten (10) Business Days of the receipt by Borrower thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender as shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on Borrower.

Appears in 4 contracts

Samples: Credit Agreement (Lifepoint Hospitals, Inc.), Credit Agreement (Lifepoint Hospitals Inc), Credit Agreement (Lifepoint Health, Inc.)

Indemnity. Each The Borrower agrees to shall indemnify each Lender Bank against any loss or expense described below which such Lender Bank may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender Bank, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender Bank) that would be realized by such Lender Bank in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for the remainder of such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender Bank setting forth any amount or amounts which such Lender Bank is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant Each Bank shall survive have a duty to mitigate the termination damages to such Bank that may arise as a consequence of this Agreement and clause (a), (b), (c), (d) or (e) above to the payment extent that such mitigation will not, in the reasonable judgment of such Bank, entail any cost or disadvantage to such Bank that such Bank is not reimbursed or compensated for by the Loans and all other amounts payable hereunder Borrower.

Appears in 4 contracts

Samples: Revolving Credit Facility Agreement (Scripps E W Co /De), Revolving Credit Facility Agreement (Scripps E W Co /De), Revolving Credit Facility Agreement (Scripps E W Co /De)

Indemnity. Each Borrower agrees to The Company will indemnify Agent and each Lender of the Lenders against any loss or expense described below (but excluding loss of any Applicable Margin) which such Lender may sustain arise or incur be attributable to the Agent's and each Lender's obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain the Advances (a) as a consequence of (a) any failure by such Borrower the Company or any of the Permitted Borrowers to fulfill on the date make any payment when due of any borrowing amount due hereunder the applicable conditions set forth in Article IV connection with a Eurocurrency-based Advance, (b) due to any failure by such of the Company or any Permitted Borrower to borrow, continue refund or convert any Loan hereunder after irrevocable notice of such borrowing, continuation on a date specified therefor in a Request for Advance or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) due to any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), Eurocurrency-based Advance on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified Advance. The Such loss or expense for which such Lender shall be indemnified under this Section 2.16 calculated based upon the present value, as applicable, of payments due from the Company or such Permitted Borrower with respect to a deposit obtained by the Agent or any of the Lenders in order to fund such Advance to the Company or to such Permitted Borrower. The Agent's and each Lender's, as applicable, calculations of any such loss or expense shall be equal furnished to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower Company and shall be conclusive conclusive, absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 4 contracts

Samples: Vishay Intertechnology Inc, Vishay Intertechnology Inc, Vishay Intertechnology Inc

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue or convert borrow any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion Borrowing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, payment or prepayment or conversion of a Eurocurrency LIBOR Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, borrow the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 3 contracts

Samples: Revolving Credit Agreement (Alcoa Inc), Revolving Credit Agreement (Alcoa Inc), Revolving Credit Agreement (Alcoa Inc)

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue borrow or convert refinance any Loan hereunder after irrevocable notice of such borrowing, continuation borrowing or conversion refinancing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, prepayment or conversion refinancing of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 3 contracts

Samples: Revolving Credit Agreement (Alcoa Inc), Revolving Credit Agreement (Alcoa Inc), Revolving Credit Agreement (Alcoa Inc)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurocurrency Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurocurrency Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure by a Borrower to prepay a borrow or convert any Eurocurrency Loan on after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), the Borrower shall, within five days of its receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive and binding on the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Constar International Inc), Credit Agreement (Constar Inc), Amended and Restated Credit Agreement (Constar International Inc)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurodollar Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurodollar Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.14, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on such Borrowing or otherwise, then, upon the date specified in a written notice (with reasonable documentation supporting such request) of prepayment; provided, that any request for indemnification made by any such Lender to any Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), Borrower shall, within ten Business Days of its receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on Borrowers.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Emdeon Inc.), First Lien Credit Agreement (Emdeon Inc.), Agreement and Plan of Merger (Emdeon Inc.)

Indemnity. Each The Borrower agrees to shall indemnify each Lender Bank against any loss or expense described below which such Lender Bank may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV V, (b) any failure by such the Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender Bank, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender Bank) that would be realized by such Lender Bank in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for the remainder of such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender Bank setting forth (i) any amount or amounts which such Lender Bank is entitled to receive pursuant to this Section 2.16 and ( with calculations ii) in reasonable detail) detail the basis of the calculation of such amount or amounts shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant Each Bank shall survive have a duty to mitigate the termination damages to such Bank that may arise as a consequence of this Agreement and clause (a), (b), (c), (d) or (e) above to the payment extent that such mitigation will not, in the reasonable judgment of such Bank, entail any cost or disadvantage to such Bank that such Bank is not reimbursed or compensated for by the Loans and all other amounts payable hereunder Borrower.

Appears in 3 contracts

Samples: Revolving Credit Facility Agreement (Scripps Networks Interactive, Inc.), First Amendment (Scripps Networks Interactive, Inc.), Revolving Credit Facility Agreement (Scripps Networks Interactive, Inc.)

Indemnity. Each Borrower agrees to The Borrowers shall indemnify each Lender against any out-of-pocket loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.05, ( c b) any payment, prepayment or conversion conversion, or assignment required under Section 2.20, of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period Period, if any, applicable thereto, (c) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the occurrence of any breakage is incurred Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant such Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 3 contracts

Samples: Revolving Credit Facility Agreement (Itt Corp /Nv/), Revolving Credit Facility Agreement (Itt Industries Inc), Revolving Credit Facility Agreement (Itt Corp /Nv/)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Eurodollar Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 2.18 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Eurodollar Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender ’s 's calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 2.13 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Eurodollar Rate in the case of Eurocurrency Eurodollar Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender ’s 's margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 2.13 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Viacom Inc), Credit Agreement (Viacom Inc)

Indemnity. Each Borrower agrees to indemnify each Lender making any Loan to it against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such any Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, ( c b) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan purchase required pursuant to the provisions of Section 2.21 2.20(b) (except pursuant to Sections 2.20 (b)(iii) or 9.4(b (iv)), on a date other than the last day of the Interest Period Period, if any, applicable thereto, thereto or ( d c) if any breakage is incurred default by such Borrower in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed ( which in the case of a Eurodollar Loan will be assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations and setting forth in reasonable detail) detail the manner in which such amount or amounts shall have been determined shall be delivered to such Borrower with a copy to the relevant Borrower Administrative Agent and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Term Loan Agreement (Readers Digest Association Inc), Readers Digest Association Inc

Indemnity. Each Borrower agrees to indemnify the ---------- Administrative Agent and each Lender against any reasonable out-of-pocket loss or expense described below which the Administrative Agent and/or such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan, CD Loan or Absolute Fixed Rate Loan made to such Borrower that is required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Eurodollar Loan, CD Loan or Fixed Rate Loan made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), after the expiration of the applicable grace period, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The reasonable out-of- pocket loss or expense for which sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Lender Loan or any part thereof as a Eurodollar Loan, CD Loan or Fixed Rate Loan. Such loss or reasonable expense shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by the Administrative Agent and/or such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed borrowed (based on the LIBO Rate or Adjusted CD Rate or, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined in good faith by the Administrative Agent and/or such Lender) that would be realized by the Administrative Agent and/or such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be; provided, however, that with respect to any Eurodollar Loan or CD Loan for which -------- ------- the corresponding LIBO Rate or Adjusted CD Rate, as the case may be, is available for the period or Interest Period in question, the amount of interest realized in reemploying such amount funds shall not include any loss be computed at such LIBO Rate or Adjusted CD Rate, as the case may be, at the time of the applicable payment, prepayment or failure to borrow. In order to exercise its rights under this Section, the Administrative Agent and/or a Lender’s margin or spread over its cost of obtaining funds as described above. A Lender shall deliver to the appropriate Borrower a certificate of any Lender 26 setting forth any amount or amounts which the Administrative Agent and/or such Lender is entitled to receive pursuant to this Section 2.16 Section. Such Borrower shall have a 30-Business Day period following the receipt of such certificate ( if such Borrower in good faith disagrees with calculations in reasonable detail the assertion that any payment under such section is due or with the amount shown as due on such certificate and so notifies the Administrative Agent and/or such Lender of such disagreement within 10 Business Days following receipt of such certificate) to negotiate with the Administrative Agent and/or such Lender, which negotiations shall be delivered conducted by the respective parties in good faith, and to agree upon another amount that will adequately compensate the relevant Administrative Agent and/or such Lender, it being expressly understood that if such Borrower does not provide the required notice of its disagreement as provided above, such Borrower shall pay the amount shown as due on the certificate on the tenth Business Day following receipt thereof and further if such Borrower does provide such required notice, and negotiations are entered into but do not result in agreement by such Borrower and the Administrative Agent and/or such Lender within the 30-Business Day period, then such Borrower shall be conclusive absent manifest error. This covenant shall survive pay the termination amount shown as due on the certificate on the last day of this Agreement and the payment of the Loans and all other amounts payable hereunder such period.

Appears in 2 contracts

Samples: Penney J C Funding Corp, Penney J C Funding Corp

Indemnity. Each Borrower agrees agrees, severally and not jointly, to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency LIBOR Loan or Absolute Rate NIBOR Loan made to such Borrower it required by any other provision of this Agreement or otherwise made or deemed made , whatever the circumstances may be that give rise to such payment, prepayment or conversion , or any transfer of any such Loan or interest therein pursuant to Section 2.21 or 9.4(b 2.22(b), on a date other than the last day of the applicable Interest Period applicable thereto (including any Interest Period resulting from the automatic continuation of any Loan as provided in the antepenultimate sentence of Section 2.07), (b) any default in payment or prepayment of the principal amount of any Loan made to it or any part thereof or interest accrued thereon, as and when due and payable (whether at scheduled maturity, by notice of prepayment, acceleration or otherwise), (c) the occurrence of any Event of Default, including any loss sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain any Loan or any part thereof as a LIBOR Loan or NIBOR Loan, (d) if any breakage is incurred, any failure by a such Borrower to prepay a Eurocurrency Loan fulfill on the date specified of any Borrowing by it hereunder the applicable conditions set forth in a Article IV or (e) any failure of such Borrower to borrow or to convert or continue any Loan made to it hereunder after irrevocable notice of prepayment; provided such borrowing, that any request for indemnification made by any Lender to any Borrower pursuant hereto conversion or continuation shall be accompanied by such Lender’s calculation of such amount to be indemnified have been given. The Such loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, difference as reasonably determined by such Lender, Lender between (x) an amount equal to the principal amount of (i) its cost of obtaining the funds for the such LIBOR Loan or NIBOR Loan being paid, prepaid, converted or transferred or not borrowed, converted or continued multiplied by a percentage per annum (computed on the basis of a 360-day year and actual days remaining for the balance of the Interest Period applicable, or which would have been applicable, to such LIBOR Loan or NIBOR Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued) equal to the greater of (i) the LIBO Rate or NIBO Rate applicable to such Loan being paid, prepaid, converted or transferred or not borrowed, converted or continued or (ii) such Lender's cost of obtaining the funds for such LIBOR Loan or NIBOR Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued, prepaid or converted (assumed to be the Eurocurrency Rate but in the case of Eurocurrency LIBOR Loans or NIBOR Loans , not in excess of the 42 LIBO Rate or NIBO Rate applicable to such Loan plus 1/16th of 1% per annum, and (y) for any lesser amount that would be realized by such Lender in reemploying the funds received in payment, prepayment, conversion or transfer or as a result of the failure to borrow, convert or continue during the period from the date of such payment, prepayment, conversion or transfer or failure to borrow, continue, prepay convert or convert continue to the last day end of the applicable Interest Period for at the interest rate that would apply to an interest period of approximately such Loan (or duration. Any such Lender shall provide to the applicable Borrower a statement explaining the amount of any such loss or expense, which statement shall, in the case absence of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder , be conclusive.

Appears in 2 contracts

Samples: Credit Agreement (Millennium America Inc), Credit Agreement (Millennium Chemicals Inc)

Indemnity. Each Borrower jointly and severally agrees to indemnify each the Lender against any liabilities, losses or expenses (including, without limitation, loss of margin, any loss or expense described below sustained or incurred in liquidating or employing deposits from third parties, and any loss or expense incurred in connection with funds acquired to effect, fund or maintain any advance (or any part thereof) bearing interest under the LIBOR Rate Option which such the Lender may sustain sustains or incur incurs as a consequence of either ( a i) any the Borrowers’ failure by such Borrower to fulfill make a payment on the due date thereof, (ii) the Borrowers’ revocation (expressly, by later inconsistent notices or otherwise) in whole or in part of any borrowing hereunder notice given to Lender to request, convert, renew or prepay any advance bearing interest under the applicable conditions set forth in Article IV LIBOR Rate Option, or ( b iii) any failure by such Borrower to borrow the Borrowers’ payment or prepayment (whether voluntary, continue or convert any Loan hereunder after irrevocable notice acceleration of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision the maturity of this Agreement or otherwise made otherwise) or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer conversion of any such Loan pursuant to Section 2.21 or 9.4(b), advance bearing interest under the LIBOR Rate Option on a date day other than the last day of the applicable Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a Period. A notice of prepayment; provided, that any request for indemnification made by any Lender as to any Borrower amounts payable pursuant hereto shall be accompanied by such Lender’s calculation to this paragraph (including calculations with a reasonable level of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal detail, when available) given to the excess, if any, as reasonably determined Borrowers by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or Lender shall, in the case absence of a failure to borrow manifest error, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower conclusive and shall be conclusive absent manifest error payable within ten (10) Business Days of written demand therefor. This covenant The Borrowers’ indemnification obligations hereunder shall survive the termination of this Agreement and the payment in full of the Loans and all other amounts payable hereunder.

Appears in 2 contracts

Samples: Letter of Credit Facility (Park Electrochemical Corp), Amended and Restated Credit Agreement (Park Electrochemical Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which that such Lender may sustain or incur with respect to Eurodollar Loans or B/A Loans as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV V, (b) any failure by such Borrower to borrow, borrow or to convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.10, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate B/A Loan made to such Borrower required or permitted by any other provision of this Agreement or otherwise otherwise, or any assignment of a Eurodollar Loan or B/A Loan required by Section 2.20(b), in each case made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period or Contract Period, as the case may be, applicable thereto, (d) any purchase of a participation pursuant to Article X of a Eurodollar Loan or a B/A Loan of such Borrower otherwise made or deemed made on a date other than the last day of the Interest Period or Contract Period, as the case may be, applicable thereto, or ( d e) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Eurodollar Loan on or B/A Loan, as the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto case may be. Such loss or reasonable expense shall be accompanied by equal to the sum of (i) such Lender’s calculation actual costs and expenses incurred (other than any lost profits) in connection with, or by reason of, any of such the foregoing events and (ii) an amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of ( i A) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued (assumed to be the Eurocurrency Adjusted LIBO Rate in or the case of Eurocurrency Loans Discount Rate, as applicable, applicable thereto) for the period from and including the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to but excluding the last day of the Interest Period or Contract Period, as the case may be, for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period or Contract Period for such Loan which that would have commenced on the date of such failure) over ( ii B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period period, Interest Period or Interest Contract Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which amounts, including calculations in reasonable detail, that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) 2.15 shall be delivered to the relevant applicable Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment prepayment, conversion or conversion transfer of a Eurocurrency Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any other Event of Default, including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, transfer or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower Company and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Harsco Corp, Harsco Corp

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain sustains or incur incurs as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing or any issuance of Letters of Credit hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or continue or convert any Loan hereunder or to proceed with the issuance of a Letter of Credit hereunder after irrevocable notice of such borrowing, continuation or conversion issuance has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.02, 2.03, 2.19, 2.20 or 2.21, as applicable, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise made to or by such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), Borrower on a date other than the last day of the Interest Period applicable thereto ; provided that such Borrower shall not be required to indemnify a Lender pursuant to this clause (c) for any loss or expense to the extent any such loss or expense shall have been incurred pursuant to (i) Section 2.11, 2.12 or 2.17 or (ii) Section 2.10(a) more than six months prior to the date that the applicable Lender shall have notified such Borrower of its intention to claim compensation therefor, (d) any default in payment or prepayment of the principal amount of any Loan to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), (e) the failure of such Borrower to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or ( d f) if the occurrence of any breakage is incurred Event of Default including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed borrowed (based, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans a Eurodollar Loan, on the Eurodollar Rate) for the period from the date of such payment, prepayment, prepayment or conversion or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in 29 reemploying the funds so paid, prepaid, prepaid or converted or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth a reasonably detailed explanation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant such Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co), Revolving Credit Facility Agreement (Weyerhaeuser Co)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain sustains or incur incurs as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing or any issuance of Letters of Credit hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or continue or convert any Loan hereunder or to proceed with the issuance of a Letter of Credit hereunder after irrevocable notice of such borrowing, continuation or conversion issuance has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.02, 2.03, 2.19, 2.20 or 2.21, as applicable, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise made to or by such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), Borrower on a date other than the last day of the Interest Period applicable thereto ; provided that such Borrower shall not be required to indemnify a Lender pursuant to this clause (c) for any loss or expense to the extent any such loss or expense shall have been incurred pursuant to (i) Section 2.12 or (ii) Section 2.10(a) more than six months prior to the date that the applicable Lender shall have notified such Borrower of its intention to claim compensation therefor, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed borrowed (based, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans a Eurodollar Loan, on the Eurodollar Rate) for the period from the date of such payment, prepayment, prepayment or conversion or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, prepaid or converted or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth a reasonably detailed explanation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant such Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co), Revolving Credit Facility Agreement (Weyerhaeuser Co)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurodollar Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurodollar Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.14, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on such Borrowing or otherwise, then, upon the date specified in a written notice (with reasonable documentation supporting such request) of prepayment; provided, that any request for indemnification made by any such Lender to any Borrower pursuant hereto shall be accompanied by Borrowers (with a copy to the Administrative Agent), Borrowers shall, within ten Business Days of their receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on Borrowers.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Emdeon Inc.), Second Lien Credit Agreement (Emdeon Inc.)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurodollar Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurodollar Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.14, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on such Borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), the Borrower shall, within five days of receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive and binding on the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder Borrower.

Appears in 2 contracts

Samples: Second Amended and Restated Credit Agreement (Consolidated Communications Holdings, Inc.), Amendment Agreement (Consolidated Communications Holdings, Inc.)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurodollar Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurodollar Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.14, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on such Borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any Borrower pursuant hereto shall be accompanied by the Borrowers (with a copy to the Administrative Agent), the Borrowers shall, within five days of receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive and binding on the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder Borrowers.

Appears in 2 contracts

Samples: Credit Agreement (Consolidated Communications Holdings, Inc.), Second Amended and Restated Credit Agreement (Consolidated Communications Illinois Holdings, Inc.)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of THE BORROWER SHALL INDEMNIFY EACH LENDER AGAINST ANY LOSS OR REASONABLE EXPENSE WHICH SUCH LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF ( a A) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV ANY FAILURE BY THE BORROWER TO FULFILL ON THE DATE OF ANY BORROWING HEREUNDER THE APPLICABLE CONDITIONS SET FORTH IN SECTION 4, ( b B) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II ANY FAILURE BY THE BORROWER TO BORROW HEREUNDER AFTER A NOTICE OF BORROWING PURSUANT TO SECTION 2 HAS BEEN GIVEN, ( c C) any payment ANY PAYMENT, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made PREPAYMENT, whatever the circumstances may be that give rise to such payment OR CONVERSION OF A EURODOLLAR LOAN REQUIRED BY ANY OTHER PROVISION OF THIS AGREEMENT OR OTHERWISE MADE ON A DATE OTHER THAN THE LAST DAY OF THE APPLICABLE INTEREST PERIOD FOR ANY REASON, prepayment or conversion INCLUDING WITHOUT LIMITATION THE ACCELERATION OF OUTSTANDING LOANS AS A RESULT OF ANY EVENT OF DEFAULT, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b) (D) ANY FAILURE BY THE BORROWER FOR ANY REASON (INCLUDING WITHOUT LIMITATION THE EXISTENCE OF A DEFAULT OR AN EVENT OF DEFAULT) TO PAY, on a date other than the last day of the Interest Period applicable thereto PREPAY OR CONVERT A EURODOLLAR LOAN ON THE DATE FOR SUCH PAYMENT, or PREPAYMENT OR CONVERSION, SPECIFIED IN THE RELEVANT NOTICE OF PAYMENT, PREPAYMENT OR CONVERSION UNDER THIS AGREEMENT. THE INDEMNITY OF THE BORROWER PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OR REASONABLE EXPENSE SUSTAINED OR INCURRED OR TO BE SUSTAINED OR INCURRED IN LIQUIDATING OR EMPLOYING DEPOSITS FROM THIRD PARTIES ACQUIRED TO EFFECT OR MAINTAIN SUCH LOAN OR ANY PART THEREOF AS A EURODOLLAR LOAN. SUCH LOSS OR REASONABLE EXPENSE SHALL INCLUDE, WITHOUT LIMITATION, AN AMOUNT EQUAL TO THE EXCESS, IF ANY, AS REASONABLY DETERMINED BY EACH LENDER OF ( d I) if any breakage is incurred ITS COST OF OBTAINING THE FUNDS FOR THE LOAN BEING PAID, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided PREPAID, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess OR CONVERTED OR NOT BORROWED, if any PAID, as reasonably determined by such Lender PREPAID OR CONVERTED (BASED ON THE EURODOLLAR RATE APPLICABLE THERETO) FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT, of PREPAYMENT, OR CONVERSION OR FAILURE TO BORROW, PAY, PREPAY OR CONVERT TO THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN ( i OR, IN THE CASE OF A FAILURE TO BORROW, PAY, PREPAY OR CONVERT, THE INTEREST PERIOD FOR THE LOAN WHICH WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE TO BORROW, PAY, PREPAY OR CONVERT) its cost of obtaining the funds for the Loan being paid OVER (II) THE AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD BE REALIZED BY SUCH LENDER IN REEMPLOYING THE FUNDS SO PAID, prepaid PREPAID, converted or not borrowed OR CONVERTED OR NOT BORROWED, continued PAID, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment PREPAID OR CONVERTED FOR SUCH PERIOD OR INTEREST PERIOD, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above AS THE CASE MAY BE. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 CERTIFICATE OF EACH LENDER SETTING FORTH ANY AMOUNT OR AMOUNTS AND, IN REASONABLE DETAIL, THE COMPUTATIONS THEREOF, WHICH SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION 2.14 SHALL BE DELIVERED TO THE BORROWER ( with calculations in reasonable detail WITH A COPY TO THE ADMINISTRATIVE AGENT) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error AND SHALL BE CONCLUSIVE, IF MADE IN GOOD FAITH, ABSENT MANIFEST ERROR. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER THE AMOUNT SHOWN AS DUE ON ANY CERTIFICATE WITHIN 30 DAYS AFTER ITS RECEIPT OF THE SAME. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ANY LENDER BE PERMITTED TO RECEIVE ANY COMPENSATION HEREUNDER CONSTITUTING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER OBLIGATIONS OF THE BORROWER HEREUNDER, THE OBLIGATIONS OF THE BORROWER UNDER THIS SECTION 2.14 SHALL SURVIVE FOR ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT AND/OR THE PAYMENT OR ASSIGNMENT OF ANY OF THE LOANS OR NOTES.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Centurytel Inc), Centurytel Inc

Indemnity. Each The Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any payment, prepayment or conversion of a LIBOR Loan or Fixed Rate Loan made to it required by any provision of this Agreement or otherwise made, or any transfer of any such Loan pursuant to Section 2.21(b), on ------- a date other than the last day of the applicable Interest Period, (b) any default in payment or prepayment of the principal amount of any Loan made to it or any part thereof or interest accrued thereon, as and when due and payable (whether at scheduled maturity, by notice of prepayment, acceleration or otherwise), (c) the occurrence of any Event of Default, including any loss sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan or Fixed Rate Loan, (d) any failure by such the Borrower to fulfill on the date of any borrowing Borrowing by it hereunder the applicable conditions set forth in Article IV, ( b e) any failure by such of the Borrower to borrow, borrow or to convert -- or continue or convert any Loan made to it hereunder after irrevocable notice of such borrowing Borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 2.03, ---- 2.04 or 9.4(b), on a date other than the last day 2.05 or (f) any failure of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency borrow any Competitive Loan on ---- ---- after accepting the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender Competitive Bid to any Borrower pursuant hereto shall be accompanied by make such Lender’s calculation of such amount to be indemnified Loan. The Such loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, difference as reasonably determined by such Lender, Lender between (x) an amount equal to the principal amount of (i) its cost of obtaining the funds for the such LIBOR Loan or Fixed Rate Loan being paid, prepaid, converted or transferred or not borrowed, converted or continued multiplied by a percentage per annum (computed on the basis of a 360-day year and actual days remaining for the balance of the Interest Period applicable, or which would have been applicable, to such LIBOR Loan or Fixed Rate Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued ) equal to the greater of (i) the LIBO Rate applicable to such LIBOR Loan being paid, prepaid prepaid, converted or transferred or not borrowed, converted (assumed to be the Eurocurrency Rate or continued or, in the case of Eurocurrency a Fixed Rate Loan, the fixed rate of interest applicable thereto or (ii) such Lender's cost of obtaining the funds for such LIBOR Loan or such Fixed Rate Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued, but in the case of LIBOR Loans , not in excess of the LIBO Rate applicable to such Loan plus 1/16th of 1% per annum, and (y) for any lesser amount that would be realized by such Lender in reemploying the funds received in payment, prepayment, conversion or transfer or as a result of the failure to borrow, convert or continue during the period from the date of such payment, prepayment, conversion or transfer or failure to borrow, continue, prepay convert or convert continue to the last day end of the Interest Period for applicable to such LIBOR Loan (or or Fixed Rate Loan at the interest rate that would apply to an interest period of approximately such duration. Any such Lender shall provide to the Borrower a statement explaining the amount of any such loss or expense, which statement shall, in the case absence of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder , be conclusive.

Appears in 2 contracts

Samples: Equistar Chemicals Lp, Lyondell Chemical Co

Indemnity. Each The Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency LIBOR Loan, NIBOR Loan or Absolute Fixed Rate Loan made to such Borrower it required by any other provision of this Agreement or otherwise made or deemed made , whatever the circumstances may be that give rise to such payment, prepayment or conversion , or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b 2.20(b), on a date other than the last day of the applicable Interest Period applicable thereto Period, (b) any default in payment or prepayment of the principal amount of any Loan made to it or any part thereof or interest accrued thereon, as and when due and payable (whether at scheduled maturity, by notice of prepayment, acceleration or otherwise), (c) the occurrence of any Event of Default, including any loss sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan, NIBOR Loan or Fixed Rate Loan, (d) if any breakage is incurred, any 45 failure by a the Borrower to prepay a Eurocurrency Loan fulfill on the date specified of any Borrowing by it hereunder the applicable conditions set forth in a Article IV, (e) any failure of the Borrower to borrow or to convert or continue any Loan made to it hereunder after irrevocable notice of prepayment; provided such Borrowing, that conversion or continuation has been given pursuant to Section 2.03, 2.04 or 2.05 or (f) any request for indemnification made by failure of the Borrower to borrow any Lender Competitive Loan after accepting the Competitive Bid to any Borrower pursuant hereto shall be accompanied by make such Lender’s calculation of such amount to be indemnified Loan. The Such loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, difference as reasonably determined by such Lender Lender between (x) an amount equal to the principal amount of such LIBOR Loan, of (i) its cost of obtaining the funds for the NIBOR Loan or Fixed Rate Loan being paid, prepaid, converted or transferred or not borrowed, converted or continued multiplied by a percentage per annum (computed on the basis of a 360-day year and actual days remaining for the balance of the Interest Period applicable, or which would have been applicable, to such LIBOR Loan, NIBOR Loan or Fixed Rate Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued ) equal to the greater of (i) the LIBO Rate or NIBO Rate applicable to such LIBOR Loan or NIBOR Loan being paid, prepaid prepaid, converted or transferred or not borrowed, converted (assumed to be the Eurocurrency Rate or continued or, in the case of Eurocurrency a Fixed Rate Loan, the fixed rate of interest applicable thereto or (ii) such Lender's cost of obtaining the funds for such LIBOR Loan, NIBOR Loan or such Fixed Rate Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued, but in the case of LIBOR Loans or NIBOR Loans , not in excess of the LIBO Rate or NIBO Rate applicable to such Loan plus 1/16th of 1% per annum, and (y) for any lesser amount that would be realized by such Lender in reemploying the funds received in payment, prepayment, conversion or transfer or as a result of the failure to borrow, convert or continue during the period from the date of such payment, prepayment, conversion or transfer or failure to borrow, continue, prepay convert or convert continue to the last day end of the Interest Period for applicable to such LIBOR Loan, NIBOR Loan (or or Fixed Rate Loan at the interest rate that would apply to an interest period of approximately such duration. Any such Lender shall provide to the Borrower a statement explaining the amount of any such loss or expense, which statement shall, in the case absence of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder , be conclusive.

Appears in 2 contracts

Samples: Credit Agreement (Equistar Funding Corp), Credit Agreement (Lyondell Chemical Co)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss (other than loss of profits) or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder hereunder, for any reason other than a default by such Lender, after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.05, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment by the Borrower of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice loss (other than loss of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount profits) or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency Adjusted LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount . This Section 2.15 shall not include apply with respect to Taxes, other than Taxes that represent losses or damages arising from any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder non-Tax claim.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Janus Capital Group Inc), Revolving Credit Facility Agreement (Janus Capital Group Inc)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss (other than loss of profits) or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder hereunder, for any reason other than a default by such Lender, after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04, 2.05 or 2.06, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto (including as a result of the occurrence of any Event of Default) or (d) if any breakage is incurred default in payment or prepayment by the Borrower of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice loss (other than loss of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount profits) or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency Adjusted LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount . This Section 2.17 shall not include apply with respect to Taxes, other than Taxes that represent losses or damages arising from any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder non-Tax claim.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Janus Capital Group Inc), Revolving Credit Facility Agreement (Janus Capital Group Inc)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss (other than loss of profits) or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder hereunder, for any reason other than a default by such Lender, after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.04, 2.05 or 2.06, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Revolving Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto (including as a result of the occurrence of any Event of Default) or (d) if any breakage is incurred default in payment or prepayment by the Borrower of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice loss (other than loss of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount profits) or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Revolving Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans Adjusted LIBO Rate) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount . This Section 2.17 shall not include apply with respect to Taxes, other than Taxes that represent losses or damages arising from any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder non-Tax claim.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Janus Capital Group Inc), Revolving Credit Facility Agreement (Janus Capital Group Inc)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss or expense described below which that such Lender may sustain or incur with respect to Eurodollar Loans as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow, borrow or to convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing Borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.10, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan required or Absolute Rate Loan made to such Borrower required permitted by any other provision of this Agreement or otherwise otherwise, or any assignment of a Eurodollar Loan required by Section 2.20(b), in each case made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto Eurodollar Loan. Such loss or reasonable expense shall be accompanied by equal to the sum of (i) such Lender’s calculation actual costs and expenses incurred (other than any lost profits) in connection with, or by reason of, any of such the foregoing events and (ii) an amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of ( i A) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued (assumed to be the Eurocurrency Adjusted LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from and including the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to but excluding the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which that would have commenced on the date of such failure) over ( ii B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period or period, Interest Period , as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which amounts, including calculations in reasonable detail, that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) 2.15 shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Credit Agreement (SMURFIT-STONE CONTAINER Corp), Credit Agreement (Smurfit Stone Container Corp)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss or expense described below which that such Lender may sustain or incur with respect to Eurodollar Loans as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV V, (b) any failure by such the Borrower to borrow borrow or to refinance, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.10, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan required or Absolute Rate Loan made to such Borrower required permitted by any other provision of this Agreement or otherwise otherwise, or any assignment of a Eurodollar Loan required by Section 2.21(b), in each case made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto Eurodollar Loan. Such loss or reasonable expense shall be accompanied by equal to the sum of (a) such Lender ’s calculation 's actual costs and expenses 48 incurred (other than any lost profits) in connection with, or by reason of, any of such the foregoing events and (b) an amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, Lender of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued (assumed to be the Eurocurrency Adjusted LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from and including the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to but excluding the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which that would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which amounts, including calculations in reasonable detail, that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Jsce Inc, Jefferson Smurfit Corp /De/

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss or expense described below which that such Lender may sustain or incur with respect to Eurodollar Loans as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV V, (b) any failure by such the Borrower to borrow borrow or to refinance, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.10, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan required or Absolute Rate Loan made to such Borrower required permitted by any other provision of this Agreement or otherwise otherwise, or any assignment of a Eurodollar Loan required by Section 2.21(b), in each case made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto Eurodollar Loan. Such loss or reasonable expense shall be accompanied by equal to the sum of (a) such Lender ’s calculation 's actual costs and expenses incurred (other than any lost profits) in connection with, or by reason of, any of such the foregoing events and (b) an amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, Lender of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued (assumed to be the Eurocurrency Adjusted LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from and including the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to but excluding the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which that would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which amounts, including calculations in reasonable detail, that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Third Amended and Restated Credit Agreement (Smurfit Stone Container Corp), Smurfit Stone Container Corp

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow, continue borrow or convert to Convert any Loan hereunder after irrevocable notice of such borrowing, continuation Borrowing or conversion Conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.05, (c) any payment, prepayment or conversion Conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined demonstrated by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted Converted, or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined demonstrated by such Lender) that would be realized by such Lender in reemploying redeploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth the factors and calculations supporting any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower no later than 30 days following the incurrence of any loss or expense for which such Lender is seeking indemnification under this Section 2.15 and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Citizens Communications Co), Revolving Credit Facility Agreement (Citizens Communications Co)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing Eurodollar Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow, continue or convert borrow any Eurodollar Loan hereunder after irrevocable notice of such borrowing, continuation or conversion borrowing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, payment or prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made made on a date other than the last day of the Interest Period applicable thereto, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or (d) any transfer assignment of any such a Eurodollar Loan pursuant to Section 2.21 2.19(b) made or 9.4(b), deemed made on a date other than the last day of the Interest Period applicable thereto, or ( d e) if any breakage is incurred default in payment or prepayment of the principal amount of any Eurodollar Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Eurodollar Loan being paid, prepaid, converted assigned or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency Eurodollar Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion assignment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Eurodollar Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted assigned or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations Section, and the manner in reasonable detail) which such Lender has determined the same, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss or reasonable expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such the Borrower to borrow borrow or to refinance, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing Borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.05, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto or (d) if the occurrence of any breakage is incurred Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted converted, continued or not borrowed borrowed (based on the LIBO Rate or, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) and the method of calculation employed by such Lender shall be delivered to the relevant Borrower and shall be presumed conclusive absent manifest error. This covenant shall survive error but subject to rebuttal by the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder Borrower.

Appears in 2 contracts

Samples: Letter of Credit Facility Agreement (Fingerhut Companies Inc), Fingerhut Companies Inc

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any loss loss, cost or reasonable expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date set forth in any Notice of any borrowing hereunder Drawdown the applicable conditions set forth in Article IV Section 4 hereof, (b) any failure by such the Borrower to borrow, continue or convert any borrow a Loan hereunder after irrevocable notice of such borrowing, continuation or conversion borrowing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.2, (c) any payment, failure by the Borrower to make a prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, Loans when required to do so hereunder or (d) if any breakage is incurred payment of a principal installment of a Loan on other than an Interest Payment Date, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on Break Funding Cost. For the date specified in a notice purposes of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal 2.13, “loss, cost or reasonable expense” attributable to the excess, if any, as reasonably determined by such Lender, of event means (without duplication and without limitation) any (i) its cost of obtaining Break Funding Costs and any loss premium, penalty, legal, regulatory or tax cost, or expense paid or payable by the Lender, in any such case that may result from liquidating or reemploying funds for obtained by the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed Lender to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for fund such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over and (ii) fees paid or payable by the amount Lender to terminate deposits of interest (as reasonably determined by or borrowings from third parties in order to make, maintain or fund all or any part of such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above Loan. A certificate of any Lender setting forth in reasonable detail any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) and evidencing a loss suffered by such Lender of such amount or amounts shall be delivered to the relevant Borrower (with a copy to the Administrative Agent) and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Finance Agreement (Adecoagro S.A.), Facility Agreement (Adecoagro S.A.)

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any out-of-pocket loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, ( c b) any payment, prepayment or conversion conversion, or an assignment required under Section 2.19, of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such by the Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period Period, if any, applicable thereto, (c) any default by the Borrower in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the occurrence of any breakage is incurred Event of Default. In the case of a Eurodollar Loan, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The out-of-pocket loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be limited to an amount equal to the excess, if any , as reasonably determined by such Lender , of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued ( assumed to be based on the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such the Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided, however, that such amount . This Section shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above apply to ABR Loans. A certificate of any the Lender setting forth any such amount or amounts which (including the computation of such amount or amounts) as shall be necessary to compensate the Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) or its holding company for the out-of-pocket expenses defined herein shall be delivered to the relevant Borrower and shall such amount or amounts may be conclusive absent manifest error reviewed by the Borrower. This covenant shall survive If the termination Borrower, after receipt of any such certificate from the Lender, disagrees in good faith with the Lender on the computation of the amount or amounts owed to the Lender pursuant to this Agreement Section 2.14, the Lender and the payment Borrower shall negotiate in good faith to promptly resolve such disagreement. Each Lender shall have a duty to mitigate the damages to such Lender that may arise as a consequence of clause (a), (b), (c) or (d) above to the Loans and all other amounts payable hereunder. extent that such mitigation will not in the judgment of such Lender, entail any cost or disadvantage to such Lender that such Lender is not reimbursed or compensated for by the Borrower. 32 26

Appears in 2 contracts

Samples: Lucent Technologies Inc, Lucent Technologies Inc

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any out-of-pocket loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.05, ( c b) any payment, prepayment or conversion conversion, or an assignment required under Section 2.20, of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such by the Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period Period, if any, applicable thereto, (c) any default by the Borrower in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the occurrence of any breakage is incurred Event of Default. In the case of a Eurodollar Loan, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The out-of-pocket loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be limited to an amount equal to the excess, if any , as reasonably determined by such Lender , of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued ( assumed to be based on the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to the last day of the Interest Period for such Loan (or, in 23 28 the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such the Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided . In the case of an ABR Loan, however such out-of-pocket loss or expense shall be limited to an amount equal to the excess, that such amount shall not include any loss if any, of a Lender’s margin or spread over (i) its cost of obtaining the funds for the ABR Loan being paid, prepaid, converted or not borrowed, converted or continued for the period from the date of such payment, prepayment, conversion or failure to borrow, convert or continue to the next Business Day for such ABR Loan over (ii) the amount of interest that would be realized by the Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued until the next Business Day, as described above the case may be. A certificate of any the Lender setting forth any such amount or amounts which (including the computation of such amount or amounts) as shall be necessary to compensate the Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) or its holding company for the out-of-pocket expenses defined herein shall be delivered to the relevant Borrower and shall such amount or amounts may be conclusive absent manifest error reviewed by the Borrower. This covenant shall survive If the termination Borrower, after receipt of any such certificate from the Lender, disagrees in good faith with the Lender on the computation of the amount owed to the Lender pursuant to this Agreement Section 2.15, the Lender and the payment Borrower shall negotiate in good faith to promptly resolve such disagreement. Each Lender shall have a duty to mitigate the damages to such Lender that may arise as a consequence of clause (a), (b), (c) or (d) above to the Loans and all other amounts payable hereunder extent that such mitigation will not, in the judgment of such Lender, entail any cost or disadvantage to such Lender that such Lender is not reimbursed or compensated for by the Borrower.

Appears in 2 contracts

Samples: Avaya Inc, Avaya Inc

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any out-of-pocket loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.05, ( c b) any payment, prepayment or conversion conversion, or an assignment required under Section 2.20, of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such by the Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period Period, if any, applicable thereto, (c) any default by the Borrower in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the occurrence of any breakage is incurred Event of Default. In the case of a Eurodollar Loan, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The out-of-pocket loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be limited to an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its such Lender's cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued ( assumed to be based on the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided . In the case of an ABR Loan, however such out-of-pocket loss or expense shall be limited to an amount equal to the excess, that if any, of (i) such amount shall not include any loss of a Lender ’s margin or spread over its 's cost of obtaining the funds for the ABR Loan being paid, prepaid, converted or not borrowed, converted or continued for the period from the date of such payment, prepayment, conversion or failure to borrow, convert or continue to the next Business Day for such ABR Loan over (ii) the amount of interest that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued until the next Business Day, as described above the case may be. A certificate of any the Lender setting forth any such amount or amounts which (including the computation of such amount or amounts) as shall be necessary to compensate the Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) or its holding company for the out-of-pocket expenses defined herein shall be delivered to the relevant Borrower and shall such amount or amounts may be conclusive absent manifest error reviewed by the Borrower. This covenant shall survive If the termination Borrower, after receipt of any such certificate from the Lender, disagrees in good faith with the Lender on the computation of the amount or amounts owed to the Lender pursuant to this Agreement Section 2.15, the Lender and the payment Borrower shall negotiate in good faith to promptly resolve such disagreement. Each Lender shall have a duty to mitigate the damages to such Lender that may arise as a consequence of clause (a), (b), (c) or (d) above to the Loans and all other amounts payable hereunder extent that such mitigation will not, in the judgment of such Lender, entail any cost or disadvantage to such Lender that such Lender is not reimbursed or compensated for by the Borrower.

Appears in 2 contracts

Samples: At&t Corp, At&t Wireless Services Inc

Indemnity. Each The Borrower agrees to shall indemnify each Lender against any out-of-pocket loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such the Borrower to fulfill on the date of borrow or to refinance, convert or continue any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Revolving Credit Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.04 or 2.05, ( c b) any payment, prepayment or conversion conversion, or an assignment required under Section 2.20, of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such by the Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period Period, if any, applicable thereto, (c) any default by the Borrower in payment or prepayment of the principal amount of any Revolving Credit Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the occurrence of any breakage is incurred Event of Default. In the case of a Eurodollar Loan, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The out-of-pocket loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be limited to an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its such Lender's cost of obtaining the funds for the Eurodollar Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued ( assumed to be based on the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to the last day of the Interest Period for such Eurodollar Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Eurodollar Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided . In the case of an ABR Loan, however such out-of-pocket loss or expense shall be limited to an amount equal to the excess, that if any, of (i) such amount shall not include any loss of a Lender ’s margin or spread over its 's cost of obtaining the funds for the ABR Loan being paid, prepaid, converted or not borrowed, converted or continued for the period from the date of such payment, prepayment, conversion or failure to borrow, convert or continue to the next Business Day for such ABR Loan over (ii) the amount of interest that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued until the next Business Day, as described above the case may be. A certificate of any the Lender setting forth any such amount or amounts which (including the computation of such amount or amounts) as shall be necessary to compensate the Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) or its holding company for the out-of-pocket expenses defined herein shall be delivered to the relevant Borrower and shall such amount or amounts may be conclusive absent manifest error reviewed by the Borrower. This covenant shall survive If the termination Borrower, after receipt of any such certificate from the Lender, disagrees in good faith with the Lender on the computation of the amount or amounts owed to the Lender pursuant to this Agreement Section 2.15, the Lender and the payment Borrower shall negotiate in good faith to promptly resolve such disagreement. Each Lender shall have a duty to mitigate the damages to such Lender that may arise as a consequence of clause (a), (b), (c) or (d) above to the Loans and all other amounts payable hereunder extent that such mitigation will not, in the judgment of such Lender, entail any cost or disadvantage to such Lender that such Lender is not reimbursed or compensated for by the Borrower.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (At&t Corp), At&t Corp

Indemnity. Each The Borrower agrees to shall indemnify the Agent and each Lender Bank against all liabilities, losses or expenses (including loss of margin, any loss or expense described below incurred in liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Bank to fund or maintain Loans subject to the Euro-Rate Option) which such Lender may sustain any Bank sustains or incur incurs as a consequence of any (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment prepayment, conversion or conversion renewal of a Eurocurrency Loan or Absolute the Loans to which the Euro-Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), Option applies on a date day other than the last day of the corresponding Euro-Rate Interest Period applicable thereto (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due), (b) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any notice relating to the making, maintenance, renewal or conversion of the Loans or any voluntary prepayments of the Loans, or ( d c) if default by the Borrower in the payment of any breakage is incurred principal of, or interest on, the Loans when due (whether by acceleration or otherwise). If any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that Bank sustains or incurs any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss or expense for it shall from time to time notify the Borrower and the Agent of the amount determined in good faith by such Bank (which such Lender determination shall be indemnified under this Section 2.16 final and conclusive and may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Bank shall deem reasonable) to be necessary to indemnify such Bank for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be equal due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. In no event shall the excess indemnity payment provided for in this Subsection 2.5(h) require any payment to any Bank for a specific liability, if any, as reasonably determined loss or expense incurred by such Lender, of (i) its cost of obtaining Bank by the funds for Borrower which duplicates the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date reimbursement of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period Bank for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined any loss suffered by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of Bank upon a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment voluntary prepayment of the Loans and all other amounts payable hereunder for which the Borrower has paid the prepayment premium required by Subsection 2.5(e) hereof.

Appears in 2 contracts

Samples: Resource America Inc, Atlas Pipeline Partners Lp

Indemnity. Each Borrower agrees The Borrowers agree to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur incur, and to pay any customary breakage charges such Lender may impose, as a consequence of (a ) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c ) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate LIBOR Loan made to such Borrower it required by any other provision of this Agreement or otherwise made or deemed made , whatever the circumstances may be that give rise to such payment, prepayment or conversion , or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b 2.20(b), on a date other than the last day of the applicable Interest Period applicable thereto Period, (b) any default in payment or prepayment of the principal amount of any Loan made to it or any part thereof or interest accrued thereon, as and when due and payable ( d whether at scheduled maturity, by notice of prepayment, acceleration or otherwise), (c) if the occurrence of any breakage is incurred Event of Default, including any loss sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan, Section 2.17 any failure by a Borrower the Borrowers to prepay a Eurocurrency Loan fulfill on the date specified of any Borrowing hereunder the applicable conditions set forth in a Article 4, Section 2.18 any failure of the Borrowers to borrow or to convert or continue any Loan made to it hereunder after irrevocable notice of prepayment; provided such Borrowing, that any request for indemnification made by any Lender conversion or continuation has been given pursuant to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified Section 2.03, 2.04 or 2.05. The Such loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, difference as reasonably determined by such Lender, Lender between (x) an amount equal to the principal amount of (i) its cost of obtaining the funds for the such LIBOR Loan being paid, prepaid, converted or transferred or not borrowed, converted or continued multiplied by a percentage per annum (computed on the basis of a 360-day year and actual days remaining for the balance of the Interest Period applicable, or which would have been applicable, to such LIBOR Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued) equal to the greater of (i) the Adjusted LIBO Rate applicable to such LIBOR Loan being paid, prepaid, converted or transferred or not borrowed, converted or continued or (ii) such Lender’s cost of obtaining the funds for such LIBOR Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued, prepaid or converted (assumed to be the Eurocurrency Rate but in the case of Eurocurrency LIBOR Loans , not in excess of the Adjusted LIBO Rate applicable to such Loan plus 1/16th of 1% per annum, and (y) for any lesser amount that would be realized by such Lender in reemploying the funds received in payment, prepayment, conversion or transfer or as a result of the failure to borrow, convert or continue during the period from the date of such payment, prepayment, conversion or transfer or failure to borrow, continue, prepay convert or convert continue to the last day end of the Interest Period for applicable to such LIBOR Loan (or at the interest rate that would apply to an interest period of approximately such duration. Any such Lender shall provide to the Borrowers a statement explaining the amount of any such loss or expense, which statement shall, in the case absence of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder , be conclusive.

Appears in 2 contracts

Samples: Credit Agreement (Lyondell Chemical Co), Credit Agreement (Equistar Chemicals Lp)

Indemnity. Each Borrower agrees to The Borrowers shall indemnify each Lender against any out-of-pocket loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.05 or pursuant to any Local Currency Addendum, ( c b) any payment, prepayment or conversion conversion, or assignment required under Section 2.20, of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period Period, if any, applicable thereto, (c) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the occurrence of any breakage is incurred Event of Default, including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant such Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (George Acquisition Inc), Revolving Credit Facility Agreement (Itt Industries Inc)

Indemnity. Each Borrower agrees to The Company shall indemnify each Lender Bank against any loss or reasonable expense described below which such Lender Bank may sustain or incur as a consequence of (a) any failure by such Borrower the Company to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower the Company to borrow, continue or convert any Loan borrow hereunder after irrevocable notice a Notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted Committed Borrowing pursuant to Article II II has been given, (c) any payment, prepayment prepayment, or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the applicable Interest Period applicable thereto for any reason, including without limitation the acceleration of outstanding Loans as a result of any Event of Default or (d) if any breakage is incurred, any failure by the Company for any reason (including without limitation the existence of a Borrower Default or an Event of Default) to pay, prepay or convert a Eurocurrency Eurodollar Loan on the date for such payment, prepayment or conversion, specified in a the relevant notice of prepayment; provided payment, that prepayment or conversion under this Agreement. The indemnity of the Company pursuant to the immediately preceding sentence shall include, but not be limited to, any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include, without limitation, an amount equal to the excess, if any, as reasonably determined by such Lender, each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid, or converted or not borrowed, continued paid, prepaid or converted ( assumed to be based on the Eurocurrency Rate in the case of Eurocurrency Loans LIBO Rate) for the period from the date of such payment, prepayment, or conversion or failure to borrow, continue pay, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue pay, prepay or convert, the Interest Period for such the Loan which would have commenced on the date of such failure failure to borrow, pay, prepay or convert) over (ii) the amount of interest (as reasonably determined by such Lender Bank) that would be realized by such Lender Bank in reemploying the funds so paid, prepaid, or converted or not borrowed, continued paid, prepaid or converted for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender each Bank setting forth any amount or amounts and, in reasonable detail, the computations thereof, which such Lender Bank is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) 2.14 shall be delivered to the relevant Borrower Company (with a copy to the Paying Agent) and shall be conclusive conclusive, if made in good faith, absent manifest error. This covenant The Company shall pay to the Paying Agent for the account of each Bank the amount shown as due on any certificate within 30 days after its receipt of the same. The obligations of the Company pursuant to this Section 2.14 shall survive the termination of this Agreement and and/or the payment or assignment of any of the Loans and all other amounts payable hereunder or Notes.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Southwest Airlines Co), Revolving Credit Facility Agreement (Southwest Airlines Co)

Indemnity. Each Borrower agrees to The Company shall indemnify each Lender Bank against any loss loss, cost or expense described below which such Lender Bank may sustain or incur as a consequence of (a) any failure by such Borrower the Company to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to continue, (b) any failure by such Borrower to borrow, continue convert or convert extend any Loan hereunder after irrevocable notice of such borrowing, continuation continuing, conversion or conversion extension has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.02, or 2.04, or ( c b) any payment, prepayment or conversion by the Company of a Eurocurrency LIBOR Loan or Absolute Bid Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period or the Bid Rate Maturity Date applicable thereto . In the case of any such event, the Company shall, upon demand by such Bank (with a copy of such demand to the Administrative Agent), pay to such Bank any amounts required to compensate such Bank for any reasonable loss, cost or expense which such Bank may incur as a result of such action or inaction by the Company, including, without limitation, any reasonable loss, cost, or (d) if expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any breakage is incurred, any failure Bank to fund or maintain such Loan or proposed Loan. Each determination by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified Bank under this Section 2.16 2.11 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower good faith and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 2 contracts

Samples: Revolving Credit Agreement (Southern States Cooperative Inc), Revolving Credit Agreement (Southern States Capital Trust I)

Indemnity. Each a) Subject to Section 2.16(b), each Borrower agrees to indemnify each Lender making any Loan to it against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such any Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04, 2.05 or 2.06, ( c b) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan purchase required pursuant to the provisions of Section 2.21(b) (except pursuant to Sections 2.21 (b)(iii) or 9.4(b (iv)), on a date other than the last day of the Interest Period Period, if any, applicable thereto, thereto or ( d c) if any breakage is incurred default by such Borrower in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed ( which in the case of a Eurodollar Loan will be assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations and setting forth in reasonable detail) detail the manner in which such amount or amounts shall have been determined shall be delivered to such Borrower with a copy to the relevant Borrower Administrative Agent and shall be conclusive absent manifest error. This covenant (b) Notwithstanding any other provision hereof, each Foreign Borrower shall survive be subject to the termination of indemnification obligations created by this Agreement and the payment of the Loans and all other amounts payable hereunder Section 2.16 only with respect to its own Obligations.

Appears in 2 contracts

Samples: Facility Agreement (Readers Digest Association Inc), Facility Agreement (Readers Digest Association Inc)

Indemnity. Each Borrower agrees to (a) The Loan Parties hereby jointly and severally indemnify each Lender against any loss or expense described below which that such Lender may sustain actually sustains or incur incurs (including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Rate Loan, and including loss of anticipated profits) as a consequence of ( a i) any failure by such Borrower the Loan Parties to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, ( b ii) any failure by such a Borrower to borrow borrow any LIBOR Rate Loan hereunder, continue or to convert any Reference Rate Loan hereunder into a LIBOR Rate Loan or to continue a LIBOR Rate Loan as such after irrevocable notice of such borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.02 or 2.10 hereof, ( c iii) any payment, prepayment (mandatory or optional) or conversion of a Eurocurrency Loan or Absolute LIBOR Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any LIBOR Rate Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or ( d v) if the occurrence of any breakage is incurred Event of Default, including, in each such case, any failure by loss (including, without limitation, loss of anticipated profits) or reasonable expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified LIBOR Rate Loan. The Such loss or reasonable expense for which such Lender shall include but not be indemnified under this Section 2.16 shall be limited to an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted paid or not borrowed, continued, prepaid or converted or continued or not borrowed or converted or continued ( assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans based on LIBOR applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, continuation or failure to borrow, continue, prepay convert or convert to continue on the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, prepay or convert, the last day of the Interest Period for such Loan which that would have commenced on the date of such failure failure to borrow, convert or continue) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying re-employing the funds so paid, prepaid, converted or continued or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period , as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth in reasonable detail any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) 2.09 and the basis for the determination of such amount or amounts shall be delivered to the relevant Administrative Borrower and shall be conclusive and binding absent manifest error. This covenant shall survive (b) Notwithstanding paragraph (a) of this Section 2.09, the termination Administrative Agent will use reasonable efforts to minimize or reduce any such loss or expense resulting from the mandatory prepayments required by Section 2.05(c) of this Agreement by applying all payments and the payment prepayments to Reference Rate Loans prior to any application of the Loans and all other amounts payable hereunder payments to LIBOR Rate Loans.

Appears in 1 contract

Samples: Amended and Restated Financing Agreement (Gordon Biersch Brewery Restaurant Group, Inc.)

Indemnity. Each Borrower agrees to (a) The Loan Parties hereby jointly and severally indemnify each Lender against any loss or expense described below which that such Lender may sustain actually sustains or incur incurs (including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Rate Loan, and including loss of anticipated profits) as a consequence of ( a i) any failure by such Borrower the Loan Parties to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV V, ( b ii) any failure by such the Borrower to borrow, continue or convert borrow any LIBOR Rate Loan hereunder or to continue a LIBOR Rate Loan as such after irrevocable notice of such borrowing, borrowing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.02 or 2.11 hereof, ( c iii) any payment, prepayment (mandatory or optional) or conversion of a Eurocurrency Loan or Absolute LIBOR Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or ( d iv) if any breakage is incurred default in payment or prepayment of the principal amount of any LIBOR Rate Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), including, in each such case, any failure by loss (including, without limitation, loss of anticipated profits) or reasonable expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified LIBOR Rate Loan. The Such loss or reasonable expense for which such Lender shall include but not be indemnified under this Section 2.16 shall be limited to an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted paid or not borrowed, continued, prepaid or converted or continued or not borrowed or converted or continued ( assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans based on LIBOR applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, continuation or failure to borrow, continue, prepay convert or convert to continue on the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, prepay or convert, the last day of the Interest Period for such Loan which that would have commenced on the date of such failure failure to borrow, convert or continue) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying re-employing the funds so paid, prepaid, converted or continued or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period , as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth in reasonable detail any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) 2.10 and the basis for the determination of such amount or amounts shall be delivered to the relevant Borrower and shall be conclusive and binding absent manifest error ; provided, that Borrower shall not be required to compensate a Lender pursuant to this Section 2.10 for any amount incurred more than 120 days prior to the date that such Lender notifies the Borrower of the additional amounts and of such Lender’s intention to claim compensation therefor.(b) Anything to the contrary contained herein notwithstanding, neither the Agents nor any Lender, nor any of their participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. This covenant shall survive the termination The provisions of this Agreement and Section shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the payment LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the Loans and all other amounts payable hereunder LIBOR Rate Loans.

Appears in 1 contract

Samples: Financing Agreement (OTG EXP, Inc.)

Indemnity. Each Borrower agrees to (a) The Loan Parties hereby jointly and severally indemnify each Lender against any loss or expense described below which that such Lender may sustain actually sustains or incur incurs (including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Rate Loan, and including loss of anticipated profits) as a consequence of ( a i) any failure by such Borrower the Loan Parties to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV VI, ( b ii) any failure by such the Borrower to borrow borrow any LIBOR Rate Loan hereunder, continue or to convert any Reference Rate Loan hereunder into a LIBOR Rate Loan or to continue a LIBOR Rate Loan as such after irrevocable notice of such borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.02 or 2.11 hereof, ( c iii) any payment, prepayment (mandatory or optional) or conversion of a Eurocurrency Loan or Absolute LIBOR Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any LIBOR Rate Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or ( d v) if the occurrence of any breakage is incurred Event of Default, including, in each such case, any failure by loss (including, without limitation, loss of anticipated profits) or reasonable expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified LIBOR Rate Loan. The Such loss or reasonable expense for which such Lender shall include but not be indemnified under this Section 2.16 shall be limited to an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted paid or not borrowed, continued, prepaid or converted or continued or not borrowed or converted or continued ( assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans based on LIBOR applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, continuation or failure to borrow, continue, prepay convert or convert to continue on the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, prepay or convert, the last day of the Interest Period for such Loan which that would have commenced on the date of such failure failure to borrow, convert or continue) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying re-employing the funds so paid, prepaid, converted or continued or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period , as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth in reasonable detail any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) 2.10 and the basis for the determination of such amount or amounts shall be delivered to the relevant Borrower and shall be conclusive and binding absent manifest error. This covenant shall survive (b) Notwithstanding paragraph (a) of this Section 2.10, the termination Administrative Agent will use reasonable efforts to minimize or reduce any such loss or expense resulting from the mandatory prepayments required by Section 2.05(c) of this Agreement by applying all payments and prepayments to Reference Rate Loans prior to any application of payments to LIBOR Rate Loans, provided that nothing in this Section 2.10(b) shall affect the payment order of the Loans and all other amounts payable hereunder application of payments as set forth in Section 2.05(d) or Section 5.04(b), as applicable.

Appears in 1 contract

Samples: Financing Agreement (Oglebay Norton Co /Ohio/)

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below (excluding loss of anticipated profits) which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue or convert borrow any LIBOR Loan hereunder after irrevocable notice of such borrowing, continuation or conversion Borrowing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, payment or prepayment or conversion of a Eurocurrency LIBOR Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any LIBOR Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, borrow the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Revolving Credit Agreement (Alcoa Inc)

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below (excluding loss of anticipated profits) which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue or convert borrow any LIBOR Loan hereunder after irrevocable notice of such borrowing, continuation or conversion Borrowing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, payment or prepayment or conversion of a Eurocurrency LIBOR Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any LIBOR Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), (e) the occurrence of any failure Event of Default or (f) the assignment of a LIBOR Loan other than on the last day of the Interest Period applicable thereto as the result of a request by a Borrower pursuant to prepay a Eurocurrency Loan on the date specified Section 2.19, including, in a notice of prepayment; provided each such case, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, borrow the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Revolving Credit Agreement (Alcoa Inc)

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below (excluding loss of anticipated profits) which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue or convert borrow any LIBOR Loan hereunder after irrevocable notice of such borrowing, continuation or conversion Borrowing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, payment or prepayment or conversion of a Eurocurrency LIBOR Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.13 or 2.14, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any LIBOR Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, borrow the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Term Credit Agreement (Alcoa Inc)

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue borrow or convert refinance any Loan hereunder after irrevocable notice of such borrowing, continuation 22 borrowing or conversion refinancing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, prepayment or conversion refinancing of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Alcoa Inc

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue borrow or convert refinance any Loan hereunder after irrevocable notice of such borrowing, continuation borrowing or conversion refinancing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, prepayment or conversion refinancing of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan 29 or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Alcoa Inc

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue borrow or convert refinance any Loan hereunder after irrevocable notice of such borrowing, continuation borrowing or conversion refinancing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, prepayment or conversion refinancing of a Eurocurrency LIBOR Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third 21 parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Alcoa Inc

Indemnity. Each Borrower agrees Alcoa shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue borrow or convert refinance any Loan hereunder after irrevocable notice of such borrowing, continuation borrowing or conversion refinancing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, prepayment or conversion refinancing of a Eurocurrency LIBOR Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan 21 being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower Alcoa and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Alcoa Inc

Indemnity. Each Borrower agrees AlcoaArconic shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense described below (excluding loss of anticipated profits) which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such a Borrower to borrow, continue or convert borrow any LIBOR Loan hereunder after irrevocable notice of such borrowing, continuation or conversion Borrowing has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, (c) any payment, payment or prepayment or conversion of a Eurocurrency LIBOR Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section 2.12 or 2.13, (d) if any breakage is incurred default in payment or prepayment of the principal amount of any LIBOR Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), (e) the occurrence of any failure Event of Default or (f) the assignment of a LIBOR Loan other than on the last day of the Interest Period applicable thereto as the result of a request by a Borrower pursuant to prepay a Eurocurrency Loan on the date specified Section 2.19, including, in a notice of prepayment; provided each such case, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, borrow the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 ( together with calculations in reasonable detail) a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to the relevant Borrower AlcoaArconic and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Credit Agreement (Arconic Inc.)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of BORROWER SHALL INDEMNIFY LENDER AGAINST ANY REASONABLE LOSS OR EXPENSE WHICH LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV ANY FAILURE BY BORROWER TO FULFILL ON THE DATE OF ANY ADVANCE THE APPLICABLE CONDITIONS IN SECTION 5, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II ANY PAYMENT OR PREPAYMENT OF THE LOAN REQUIRED BY ANY OTHER PROVISION OF THIS AGREEMENT OR OTHERWISE 16 21 MADE ON A DATE OTHER THAN AN INTEREST-PAYMENT DATE, (c) any payment ANY DEFAULT IN PAYMENT OR PREPAYMENT OF ALL OR ANY PART OF THE PRINCIPAL AMOUNT OR INTEREST ACCRUED ON THE LOAN, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made AS AND WHEN DUE AND PAYABLE, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or OR (d) if any breakage is incurred THE OCCURRENCE OF ANY DEFAULT OR POTENTIAL DEFAULT, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided IN EACH CASE INCLUDING, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified BUT NOT LIMITED TO, ANY LOSS OR REASONABLE EXPENSE SUSTAINED OR INCURRED OR TO BE SUSTAINED OR INCURRED IN LIQUIDATING OR REDEPLOYING DEPOSITS FROM THIRD PARTIES ACQUIRED TO EFFECT OR MAINTAIN THE LOAN. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess SUCH LOSS OR REASONABLE EXPENSE SHALL INCLUDE, if any WITHOUT LIMITATION, as reasonably determined by such Lender AN AMOUNT EQUAL TO THE EXCESS, of IF ANY, AS REASONABLY DETERMINED BY LENDER OF (i) its cost of obtaining the funds for the Loan being paid ITS COST OF OBTAINING THE FUNDS FOR THE LOAN BEING PAID, prepaid PREPAID, converted or not borrowed OR NOT BORROWED (BASED ON THE APPLICABLE LIBOR) FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT, continued PREPAYMENT, prepaid or converted OR FAILURE TO BORROW OR REFINANCE TO THE LAST DAY OF THE INTEREST PERIOD FOR APPLICABLE EURODOLLAR LOAN ( assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans OR, IN THE CASE OF A FAILURE TO BORROW OR REFINANCE, THE INTEREST PERIOD FOR THE LOAN WHICH WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over OVER (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid THE AMOUNT OF INTEREST THAT WOULD BE REALIZED BY LENDER IN REDEPLOYING THE FUNDS SO PAID, prepaid PREPAID, converted or not borrowed OR NOT BORROWED OR REFINANCED FOR SUCH PERIOD OR INTEREST PERIOD, continued AS THE CASE MAY BE. LENDER'S CERTIFICATE SETTING FORTH ANY AMOUNT OR AMOUNTS THAT LENDER IS ENTITLED TO RECEIVE UNDER THIS SECTION SHALL BE DELIVERED TO BORROWER AND IS CONCLUSIVE, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder ABSENT MANIFEST ERROR.

Appears in 1 contract

Samples: Credit Agreement (Foxmeyer Health Corp)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, II or (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto , or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified . The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid continued or converted (assumed to be the Eurocurrency Eurodollar Rate in the case of Eurocurrency Eurodollar Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay continue or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay continue or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid continued or converted for such period or Interest Period, as the case 38 34 may be; provided, however, that such amount shall not include any loss of a Lender ’s 's margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: Infinity Broadcasting Corp /De/

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, II or (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto , or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified . The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid continued or converted (assumed to be the Eurocurrency Eurodollar Rate in the case of Eurocurrency Eurodollar Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay continue or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay continue or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid continued or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender ’s 's margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: CBS Corp

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, II or (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto , or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment ; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto to clause (c) hereof shall be accompanied by such Lender ’s 's calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid continued or converted (assumed to be the Eurocurrency Eurodollar Rate in the case of Eurocurrency Eurodollar Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay continue or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay continue or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid continued or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender ’s 's margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: Credit Agreement (Viacom Inc)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender NY cbsfive-year_amdt2_Part_003.htm i41Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: Credit Agreement (Viacom Inc)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date date49 other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (ViacomCBS Inc.)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Eurodollar Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender ’s 's calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Eurodollar Rate in the case of Eurocurrency Eurodollar Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender ’s 's margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: Credit Agreement (Viacom Inc)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, II or (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Eurodollar Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 2.18 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto , or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment ; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto to clause (c) hereof shall be accompanied by such Lender ’s 's calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 2.13 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid continued or converted (assumed to be the Eurocurrency Eurodollar Rate in the case of Eurocurrency Eurodollar Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay continue or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay continue or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid continued or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender ’s 's margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) 2.13 shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: Credit Agreement (Viacom Inc)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 2.18 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 2.13 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 2.13 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: Term Loan Credit Agreement (New Viacom Corp.)

Indemnity. Each Borrower agrees to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Eurodollar Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 2.18 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Eurodollar Loan on the date specified in a notice of prepayment; provided PROVIDED, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender ’s 's calculation of such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 2.13 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Eurodollar Rate in the case of Eurocurrency Eurodollar Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided PROVIDED, however HOWEVER, that such amount shall not include any loss of a Lender ’s 's margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 2.13 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Appears in 1 contract

Samples: Credit Agreement (Viacom Inc)

Indemnity. Each Borrower agrees to indemnify each Lender and to hold such Lender harmless from and against any loss loss, cost or expense described below which that such Lender may sustain or incur as a consequence of (a) any failure default by such Borrower in payment of the principal amount of or any interest on any LIBOR Rate Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender to fulfill on the date lenders of any borrowing hereunder the applicable conditions set forth funds obtained by it in Article IV order to maintain its LIBOR Rate Loans, (b) any failure default by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation in making a borrowing or conversion after such Borrower has been given (or is deemed given to have given) a Loan Request or Competitive Bids have been accepted pursuant to Article II a Conversion Request relating thereto in accordance with §§2.6, 2.8, or 3.5 or ( c iii) the making of any payment, prepayment payment of a LIBOR Rate Loan or the making of any conversion of any LIBOR Rate Loan to a Eurocurrency Base Rate Loan, Euro Base Rate Loan or Absolute Australian Base Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made Loan, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b) as applicable, on a date other than day that is not the last day of the applicable Interest Period applicable with respect thereto, including interest or (d) if any breakage is incurred, any failure fees payable by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any such Lender to lenders of funds obtained by it in order to maintain any Borrower pursuant hereto shall be accompanied such Loans, including, without limitation, repayments required by such Lender’s calculation of such amount to be indemnified §4.2. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to (A) the excess, if any, as reasonably determined by such Lender, the applicable Lender of (i) its cost of obtaining the funds for the LIBOR Rate Loan being paid, prepaid, converted converted, not converted, or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in as the case of Eurocurrency Loans may be (based on the applicable LIBOR Rate) for the period from the date of such payment, prepayment, conversion conversion, or failure to borrow borrow or convert, continue as the case may be, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such the Loan which would have commenced on the date of such failure failure to borrow) over ( ii B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted converted, or not borrowed, continued converted, or prepaid or converted for such period or Interest Period, as the case may be ; provided , however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) determinations shall be delivered to the relevant Borrower and shall be conclusive prima facie evidence thereof absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)

Indemnity. Each Borrower agrees to indemnify each Lender making any Loan to it against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such any Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV borrow or to refinance, (b) any failure by such Borrower to borrow, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, ( c b) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan purchase required pursuant to the provisions of Section 2.21 2.22(b) (except pursuant to Sections 2.22(b)(iii) or 9.4(b (iv)), on a date other than the last day of the Interest Period Period, if any, applicable thereto, thereto or ( d c) if any breakage is incurred default by such Borrower in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted refinanced or not borrowed, continued, prepaid or converted borrowed ( which in the case of a Eurodollar Loan will be assumed to be the Eurocurrency LIBO Rate in the case of Eurocurrency Loans applicable thereto) for the period from the date of such payment, prepayment, conversion refinancing or failure to borrow, continue, prepay borrow or convert refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay borrow or convert, refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid borrowed or converted refinanced for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations and setting forth in reasonable detail) detail the manner in which such amount or amounts shall have been determined shall be delivered to such Borrower with a copy to the relevant Borrower Administrative Agent and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Readers Digest Association Inc

Indemnity. Each Borrower agrees to indemnify the Agent ---------- and each Lender against any reasonable out-of-pocket loss or expense described below which the Agent and/or such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan, CD Loan or Absolute Fixed Rate Loan made to such Borrower that is required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Eurodollar Loan, CD Loan or Fixed Rate Loan made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), after the expiration of the applicable grace period, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The reasonable out-of-pocket loss or expense for which sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Lender Loan or any part thereof as a Eurodollar Loan, CD Loan or Fixed Rate Loan. Such loss or reasonable expense shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by the Agent and/or such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed borrowed (based on the LIBO Rate or Adjusted CD Rate or, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period 36 from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined in good faith by the Agent and/or such Lender) that would be realized by the Agent and/or such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be; provided, however, that with -------- ------- respect to any Eurodollar Loan or CD Loan for which the corresponding LIBO Rate or Adjusted CD Rate, as the case may be, is available for the period or Interest Period in question, the amount of interest realized in reemploying such amount funds shall not include any loss be computed at such LIBO Rate or Adjusted CD Rate, as the case may be, at the time of the applicable payment, prepayment or failure to borrow. In order to exercise its rights under this Section, the Agent and/or a Lender’s margin or spread over its cost of obtaining funds as described above. A Lender shall deliver to the appropriate Borrower a certificate of any Lender setting forth any amount or amounts which the Agent and/or such Lender is entitled to receive pursuant to this Section 2.16 Section. Such Borrower shall have a 30-Business Day period following the receipt of such certificate ( if such Borrower in good faith disagrees with calculations in reasonable detail the assertion that any payment under such section is due or with the amount shown as due on such certificate and so notifies the Agent and/or such Lender of such disagreement within 10 Business Days following receipt of such certificate) to negotiate with the Agent and/or such Lender, which negotiations shall be delivered conducted by the respective parties in good faith, and to agree upon another amount that will adequately compensate the relevant Agent and/or such Lender, it being expressly understood that if such Borrower does not provide the required notice of its disagreement as provided above, such Borrower shall pay the amount shown as due on the certificate on the tenth Business Day following receipt thereof and further if such Borrower does provide such required notice, and negotiations are entered into but do not result in agreement by such Borrower and the Agent and/or such Lender within the 30-Business Day period, then such Borrower shall be conclusive absent manifest error. This covenant shall survive pay the termination amount shown as due on the certificate on the last day of this Agreement and the payment of the Loans and all other amounts payable hereunder such period.

Appears in 1 contract

Samples: Guaranty (Penney J C Funding Corp)

Indemnity. Each Borrower agrees to indemnify the Agent ---------- and each Lender against any reasonable out-of-pocket loss or expense described below which the Agent and/or such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan, CD Loan or Absolute Fixed Rate Loan made to such Borrower that is required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, thereto or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Eurodollar Loan, CD Loan or Fixed Rate Loan made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), after the expiration of the applicable grace period, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The reasonable out-of-pocket loss or expense for which sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Lender Loan or any part thereof as a Eurodollar Loan, CD Loan or Fixed Rate Loan. Such loss or reasonable expense shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by the Agent and/or such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed borrowed (based on the LIBO Rate or Adjusted CD Rate or, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan 37 (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined in good faith by the Agent and/or such Lender) that would be realized by the Agent and/or such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be; provided, however, that with respect to any Eurodollar Loan -------- ------- or CD Loan for which the corresponding LIBO Rate or Adjusted CD Rate, as the case may be, is available for the period or Interest Period in question, the amount of interest realized in reemploying such amount funds shall not include any loss be computed at such LIBO Rate or Adjusted CD Rate, as the case may be, at the time of the applicable payment, prepayment or failure to borrow. In order to exercise its rights under this Section, the Agent and/or a Lender’s margin or spread over its cost of obtaining funds as described above. A Lender shall deliver to the appropriate Borrower a certificate of any Lender setting forth any amount or amounts which the Agent and/or such Lender is entitled to receive pursuant to this Section 2.16 Section. Such Borrower shall have a 30-Business Day period following the receipt of such certificate ( if such Borrower in good faith disagrees with calculations in reasonable detail the assertion that any payment under such section is due or with the amount shown as due on such certificate and so notifies the Agent and/or such Lender of such disagreement within 10 Business Days following receipt of such certificate) to negotiate with the Agent and/or such Lender, which negotiations shall be delivered conducted by the respective parties in good faith, and to agree upon another amount that will adequately compensate the relevant Agent and/or such Lender, it being expressly understood that if such Borrower does not provide the required notice of its disagreement as provided above, such Borrower shall pay the amount shown as due on the certificate on the tenth Business Day following receipt thereof and further if such Borrower does provide such required notice, and negotiations are entered into but do not result in agreement by such Borrower and the Agent and/or such Lender within the 30-Business Day period, then such Borrower shall be conclusive absent manifest error. This covenant shall survive pay the termination amount shown as due on the certificate on the last day of this Agreement and the payment of the Loans and all other amounts payable hereunder such period.

Appears in 1 contract

Samples: Guaranty (Penney J C Funding Corp)

Indemnity. Each Borrower agrees agrees, severally and not jointly, to indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any payment, prepayment or conversion of a LIBOR Loan or Bill Rate Loan made to it required by any provision of this Agreement or otherwise made, or any transfer of any such Loan or interest therein pursuant to Section 2.21(b) or the RPA Purchase, on a date other than the last day of the applicable Interest Period, (b) any default in payment or prepayment of the principal amount of any Loan made to it or any part thereof or interest accrued thereon, as and when due and payable (whether at scheduled maturity, by notice of prepayment, acceleration or otherwise), (c) the occurrence of any Event of Default, including any loss sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain any Loan or any part thereof as a LIBOR Loan or Bill Rate Loan, (d) any failure by such Borrower to fulfill on the date of any borrowing Borrowing by it hereunder the applicable conditions set forth in Article IV, IV or ( b e) any failure by of such Borrower to borrow, borrow or to convert or continue or convert any Loan made to it hereunder after irrevocable notice of such borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids shall have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified given. The Such loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, difference as reasonably determined by such Lender, Lender between (x) an amount equal to the principal amount of (i) its cost of obtaining the funds for the such LIBOR Loan or Bill Rate Loan being paid, prepaid, converted or transferred or not borrowed, continued converted or continued multiplied by a percentage per annum (computed on the basis of a 360-day year (or, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency a Bill Rate Loan, 365-day year) and actual days remaining for the balance of the Interest Period applicable, or which would have been applicable, to such LIBOR Loan or Bill Rate Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued) equal to the greater of (i) the LIBO Rate or Australian Bank Bill Rate applicable to such Loan being paid, prepaid, converted or transferred or not borrowed, converted or continued or (ii) such Lender’s cost of obtaining the funds for such LIBOR Loan or Bill Rate Loan being paid, prepaid, converted, transferred or not borrowed, converted or continued, but in the case of LIBOR Loans or Bill Rate Loans , not in excess of the LIBO Rate or Australian Bank Bill Rate applicable to such Loan plus 1/16th of 1% per annum, and (y) for any lesser amount that would be realized by such Lender in reemploying the funds received in payment, prepayment, conversion or transfer or as a result of the failure to borrow, convert or continue during the period from the date of such payment, prepayment, conversion or transfer or failure to borrow, continue, prepay convert or convert continue to the last day end of the applicable Interest Period for at the interest rate that would apply to an interest period of approximately such Loan (or duration. Any such Lender shall provide to the applicable Borrower a statement explaining the amount of any such loss or expense, which statement shall, in the case absence of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder , be conclusive.

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Millennium Chemicals Inc)

Indemnity. Each Borrower agrees to shall indemnify each Lender Bank against any actual loss or expense described below which such Lender may sustain Bank sustains or incur incurs as a direct consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan borrow hereunder after irrevocable notice of such borrowing, continuation or conversion drawing, as the case may be, pursuant to Article II has been given with respect to Standby Loans, Drafts or deemed given Canadian Loans or after Competitive Bids have been accepted pursuant with respect to Article II Competitive Loans, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower Acceptance required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the applicable Interest Period applicable thereto or maturity date, as applicable, any default in the payment, prepayment or repayment of the principal amount of any Loan or Acceptance or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), or (d) if the occurrence of any breakage is incurred Event of Default, including, but not limited to, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan or Competitive Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include, without limitation, an amount equal to the excess, if any, as reasonably determined by such Lender, each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid, prepaid or converted or not borrowed borrowed (based on the LIBO Rate or, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans a Competitive Loan, the fixed rate of interest, applicable thereto) for the period from the date of such payment, prepayment, prepayment or conversion or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure failure to borrow) over (ii) the amount of interest (as reasonably determined by such Lender Bank) that would be realized by such Lender Bank in reemploying the funds so paid, prepaid, prepaid or converted or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender each Bank setting forth any amount or amounts which such Lender Bank is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant applicable Borrower and shall be conclusive absent manifest error. This covenant The applicable Borrower shall survive the termination pay all such amounts within 30 days after receipt of this Agreement and the payment of the Loans and all other amounts payable hereunder such certificate.

Appears in 1 contract

Samples: Great Atlantic & Pacific Tea Co Inc

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which that such Lender may sustain or incur with respect to Eurodollar Loans as a consequence of (a) any failure by such any Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV V, (b) any failure by such Borrower to borrow borrow or to refinance, --------- convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.10, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar ------------ ---- Loan or Absolute Rate B/A Loan made to such Borrower required or permitted by any other provision of this Agreement or otherwise, or any assignment of a Eurodollar Loan or B/A Loan required by Section 2.21(b), in each case made or deemed made on a date other than the last --------------- day of the Interest Period or Contract Period, as the case may be, applicable thereto, (d) any purchase of a participation pursuant to Article X of a ---------- Eurodollar Loan or a B/A Loan of such Borrower otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto or Contract Period therefor, or ( d e) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Eurodollar Loan on or B/A Loan, as the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto case may be. Such loss or reasonable expense shall be accompanied by equal to the sum of (a) such Lender ’s calculation 's actual costs and expenses incurred (other than any lost profits) in connection with, or by reason of, any of such the foregoing events and (b) an amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, Lender of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued (assumed to be the Eurocurrency Adjusted LIBO Rate in or the case of Eurocurrency Loans Discount Rate, as applicable, applicable thereto) for the period from and including the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to but excluding the last day of the Interest Period or Contract Period, as the case may be for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which 51 that would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period period, Interest Period or Interest Contract Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which amounts, including calculations in reasonable detail, that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant ------------ applicable Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Credit Agreement (Stone Container Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which that such Lender may sustain or incur with respect to Eurodollar Loans as a consequence of (a) any failure by such any Borrower to fulfill on the date of any borrowing Borrowing hereunder the applicable conditions set forth in Article IV V, (b) any failure by such Borrower to borrow borrow or to refinance, convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing, conversion 49 44 or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.10, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate B/A Loan made to such Borrower required or permitted by any other provision of this Agreement or otherwise otherwise, or any assignment of a Eurodollar Loan or B/A Loan required by Section 2.21(b), in each case made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period or Contract Period, as the case may be, applicable thereto, or (d) if any breakage is incurred purchase of a participation pursuant to Article X of a Eurodollar Loan or a B/A Loan of such Borrower otherwise made or deemed made on a date other than the last day of the Interest Period or Contract Period therefor, or (e) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any failure by loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Borrower to prepay a Eurocurrency Eurodollar Loan on or B/A Loan, as the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto case may be. Such loss or reasonable expense shall be accompanied by equal to the sum of (a) such Lender ’s calculation 's actual costs and expenses incurred (other than any lost profits) in connection with, or by reason of, any of such the foregoing events and (b) an amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, Lender of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued (assumed to be the Eurocurrency Adjusted LIBO Rate in or the case of Eurocurrency Loans Discount Rate, as applicable, applicable thereto) for the period from and including the date of such payment, prepayment, conversion or failure to borrow, continue, prepay convert or convert continue to but excluding the last day of the Interest Period or Contract Period, as the case may be for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which that would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued for such period period, Interest Period or Interest Contract Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which amounts, including calculations in reasonable detail, that such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant applicable Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Stone Container Corp

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing Borrowing by such Borrower hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing Borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03, 2.04 or 2.05, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether at scheduled maturity, by acceleration, irrevocable notice of prepayment or otherwise), or (e) any transfer or assignment pursuant to Section 2.11(e) or 2.21(b), including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified or Fixed Rate Loan. The Such loss or expense for which such Lender shall be indemnified under this Section 2.16 exclude any loss of margin hereunder, but shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid converted or converted continued or transferred or assigned (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, prepayment or conversion or failure to borrow, continue, prepay convert or convert continue or transfer or assignment to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or continued or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations and, in reasonable detail ) , the method by which such amount or amounts shall have been determined, shall be delivered to the relevant such Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Revolving Credit Facility Agreement (Mbna Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing bor- 47 41 rowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment prepayment, conversion or conversion transfer of a Eurocurrency Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any other Event of Default, including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, transfer or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower Company and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Credit Agreement (Harsco Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment prepayment, conversion or conversion transfer of a Eurocurrency Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any other Event of Default, including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, transfer or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would 48 42 have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower Company and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Credit Agreement (Harsco Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment prepayment, conversion or conversion transfer of a Eurocurrency Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any other Event of Default, including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, transfer or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) 30 over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower Company and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Credit Agreement (Harsco Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to refinance or continue or convert any Loan hereunder of such Borrower hereunder, for any reason other than a default by such Lender, after irrevocable notice of such borrowing, refinancing or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default in payment or prepayment by such Borrower of the principal amount of any Loan made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default caused by such Borrower, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan or Fixed Rate Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency Adjusted LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion prepayment or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted prepaid or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Stilwell Financial Inc

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain sustains or incur incurs as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing or any issuance of Letters of Credit hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or continue or convert any Loan hereunder or to proceed with the issuance of a Letter of Credit hereunder after irrevocable notice of such borrowing, continuation or conversion issuance has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.02, 2.03 or 2.20, as applicable, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise made to or by such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), Borrower on a date other than the last day of the Interest Period applicable thereto ; provided that such Borrower shall not be required to indemnify a Lender pursuant to this clause (c) for any loss or expense to the extent any such loss or expense shall have been incurred pursuant to (i) Section 2.11, 2.12 or 2.17 or (ii) Section 2.10(a) more than six months prior to the date that the applicable Lender shall have notified such Borrower of its intention to claim compensation therefor, (d) any default in payment or prepayment of the principal amount of any Loan to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), or ( d e) if the occurrence of any breakage is incurred Event of Default including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted borrowed ( assumed to be based on the Eurocurrency Rate in the case of Eurocurrency Loans Eurodollar Rate) for the period from the date of such payment, prepayment, prepayment or conversion or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, prepaid or converted or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth a reasonably detailed explanation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant such Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or expense described below which such Lender may sustain sustains or incur incurs as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing or any issuance of Letters of Credit hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or continue or convert any Loan hereunder or to proceed with the issuance of a Letter of Credit hereunder after irrevocable notice of such borrowing, continuation or conversion issuance has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.02, 2.03, 2.19, 2.20 or 2.21, as applicable, (c) any payment, prepayment or conversion of a Eurocurrency Eurodollar Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise made to or by such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), Borrower on a date other than the last day of the Interest Period applicable thereto ; provided that such Borrower shall not be required to indemnify a Lender pursuant to this clause (c) for any loss or expense to the extent any such loss or expense shall have been incurred pursuant to (i) Section 2.11, 2.12 or 2.17 or (ii) Section 2.10(a) more than six months prior to the date that the applicable Lender shall have notified such Borrower of its intention to claim compensation therefor, (d) any default in payment or prepayment of the principal amount of any Loan to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), (e) the failure of such Borrower to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or ( d f) if the occurrence of any breakage is incurred Event of Default including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed borrowed (based, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans a Eurodollar Loan, on the Eurodollar Rate) for the period from the date of such payment, prepayment, prepayment or conversion or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow , continue, prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, prepaid or converted or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth a reasonably detailed 29 explanation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant such Borrower and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Weyerhaeuser Co

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or reasonable expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of (other than any borrowing hereunder the applicable conditions set forth in Article IV, (b) any such failure caused by a default by such Borrower Lender) to borrow, borrow or to convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, ( c b) any payment, prepayment prepayment, conversion or conversion transfer of a Eurocurrency Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, (c) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the assignment of any breakage is incurred Eurocurrency Loan other than on the last day of an Interest Period therefor as a result of a request by the Company pursuant to Section 2.20(b), including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on or Fixed Rate Loan but excluding any loss of profit or anticipated profit such as the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified Applicable Margin. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, transfer or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower Company and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Credit Agreement (Harsco Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or reasonable expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of (other than any borrowing hereunder the applicable conditions set forth in Article IV, (b) any such failure caused by a default by such Borrower Lender) to borrow, borrow or to convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Section 2.03 or 2.04, ( c b) any payment, prepayment prepayment, conversion or conversion transfer of a Eurocurrency Loan or Absolute Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), made on a date other than the last day of the Interest Period applicable thereto, (c) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (d) if the assignment of any breakage is incurred Eurocurrency Loan other than on the last day of an Interest Period therefor as a result of a request by the Company pursuant to Section 2.20(b), including, in each such case, any failure by a Borrower loss or reasonable expense sustained or incurred or to prepay be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan on or Fixed Rate Loan but excluding any loss of profit or anticipated profit such as the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified Exhibit 10.1 Applicable Margin. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed (assumed to be the Eurocurrency LIBO Rate or, in the case of Eurocurrency Loans a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the period from the date of such payment, prepayment, conversion conversion, transfer or failure to borrow, continue, prepay or convert borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted converted, transferred or not borrowed, continued, prepaid or converted borrowed for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower Company and shall be conclusive absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Amendment (Harsco Corp)

Indemnity. Each Borrower agrees to shall indemnify each Lender against any loss or reasonable expense described below which such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, borrow or to convert or continue or convert any Loan hereunder after irrevocable notice of such borrowing, conversion or continuation or conversion has been given or deemed given or Competitive Bids to have been accepted given pursuant to Article II Section 2.03 or 2.04, (c) any payment, prepayment prepayment, assignment pursuant to Section 2.22(a) or (b), exchange pursuant to Article IX or conversion of a Eurocurrency LIBOR Loan or Absolute Rate Alternative Currency Loan made to such Borrower or any portion thereof required by any other provision of this Agreement or otherwise made or deemed made, whatever made by or for the circumstances may be that give rise to account of such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), Borrower on a date other than the last day of the Interest Period applicable thereto, or (d) if any breakage is incurred default by or for the account of such Borrower in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default in respect of such Borrower, including, in each such case, any failure by a Borrower to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount loss or reasonable expense sustained or incurred or to be indemnified sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan or Alternative Currency Loan. The Such loss or reasonable expense for which such Lender shall be indemnified under this Section 2.16 shall be include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted assigned, converted, exchanged or not borrowed, continued, prepaid converted or converted continued ( assumed to be based on the Eurocurrency Rate in the case of Eurocurrency Loans Adjusted LIBO Rate) for the period from the date of such payment, prepayment, conversion assignment, conversion, exchange or failure to borrow, continue, prepay convert or convert continue to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue , prepay or convert , the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted assigned, converted, exchanged or not borrowed, continued, prepaid converted or converted continued for such period or Interest Period, as the case may be ; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above . A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) and evidencing a loss suffered by such Lender of such amount or amounts shall be delivered to the relevant Borrower ASI and shall be conclusive absent manifest error. This covenant ASI shall survive (or shall cause the termination of this Agreement and responsible Borrower to) pay to each Lender that delivers any such certificate the payment amount shown as due on such certificate within 15 days after the receipt of the Loans and all other amounts payable hereunder same by ASI.

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (American Standard Companies Inc)

Indemnity. Each If the Borrower agrees to indemnify each Lender against for any loss or expense described below which such Lender may sustain or incur as a consequence of reason ( a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV including, (b) any failure by such Borrower to borrow without limitation, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II Sections 2.8(b), (c 2.12 and 8.2 hereof) makes any payment, prepayment or conversion payment of a Eurocurrency principal with respect to any Eurodollar Loan or Absolute Rate Money Market Loan made to such Borrower required by on any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date day other than the last day of the an Interest 27 32 Period applicable thereto to such Loan, or (d) if any breakage is incurred, any failure by a Borrower fails to prepay a Eurocurrency Loan on the date specified in a notice of prepayment; provided, that any request for indemnification made by any Lender to any Borrower pursuant hereto shall be accompanied by such Lender’s calculation of such amount to be indemnified. The loss borrow or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay continue or convert to the last day of the Interest Period for such a Eurodollar Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period Money Market Loan, as the case may be ; provided , however after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.4, that or fails to prepay a Eurodollar Loan after having given notice thereof, the Borrower shall pay to the Agent for the benefit of the Lenders any amount required to compensate the Lenders for any additional losses, costs or expenses which they may reasonably incur as a result of such payment or failure, including, without limitation, any loss (including loss of anticipated profits), costs or expense incurred by reason of the liquidation or re-employment of deposits or other funds required by the Lenders to fund or maintain such Loan. The Borrower shall pay such amount shall not include any loss upon presentation by the Agent of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender statement setting forth any the amount and the Agent's (or amounts the affected Lenders') calculation thereof pursuant hereto, which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) statement shall be delivered to the relevant Borrower deemed true and shall be conclusive correct absent manifest error . This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder .

Appears in 1 contract

Samples: Revolving Credit Agreement (Microfinancial Inc)

Indemnity. Each If the Borrower agrees to indemnify each Lender against shall at any loss or expense described below which such Lender may sustain or incur as a consequence of time (a) repay or prepay any failure by such Borrower to fulfill on the date principal of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute LIBOR Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the an Interest Period applicable thereto with respect thereto (as a consequence of acceleration, a mandatory repayment to reduce the principal outstanding to the Stated Maximum, or otherwise) or ( d b) if for any breakage is incurred, any failure by reason fail to borrow or convert a Borrower to prepay a Eurocurrency LIBOR Rate Loan on the date specified therefor in a any notice of prepayment; provided delivered by the Borrower to the Bank pursuant to Section 2.6. The Borrower shall indemnify the Bank, that any request for indemnification on demand made by the Bank, at any Lender time and as often as the occasion therefor may arise, against all losses, costs or expenses which the Bank may at any time or from time to any Borrower pursuant hereto time occur as a consequence of such repayment, prepayment or failure to borrow. The amount of such losses, costs or expenses shall be accompanied by such Lender’s calculation of such an amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess remainder, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. of:

Appears in 1 contract

Samples: Acquisition Agreement (Triton Systems Inc / Fa)

Indemnity. Each If the Borrower agrees to indemnify each Lender against shall at any loss or expense described below which such Lender may sustain or incur as a consequence of time: (a) repay or prepay any failure by such Borrower to fulfill on the date principal of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute LIBOR Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the last day of the an Interest Period applicable thereto with respect thereto (whether a voluntary payment, a payment as a consequence of acceleration, or a mandatory repayment to reduce the principal outstanding or otherwise) or ( d b) if for any breakage is incurred, any failure by reason fail to borrow or convert a Borrower to prepay a Eurocurrency LIBOR Rate Loan on the date specified therefor in any Notice of Borrowing delivered by the Borrower to the Agent pursuant to Section 2.5, or to continue or convert a notice loan pursuant to Section 4.3, the Borrower shall indemnify each Lender, on demand of prepayment; provided the Agent, that at any request for indemnification made by time and as often as the occasion therefor may arise, against all losses, costs or expenses which each Lender may at any Lender time or from time to any Borrower pursuant hereto time occur as a consequence of such repayment, prepayment or failure to borrow. The amount of such losses, costs or expenses shall be accompanied by such Lender’s calculation of such an amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess remainder, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period or Interest Period, as the case may be; provided, however, that such amount shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. of:

Appears in 1 contract

Samples: Term Loan Agreement (Cyalume Technologies Holdings, Inc.)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against (or other applicable Person mentioned in Section 2.16) shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurocurrency Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurocurrency Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure by a Borrower to prepay a borrow or convert any Eurocurrency Loan on after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the applicable Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), such Lender’s calculation Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on such Borrower.

Appears in 1 contract

Samples: Credit Agreement (Crown Holdings Inc)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against (or other applicable Person mentioned in Section 2.16) shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurocurrency Rate Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Rate Loan to an ABR Loan or Absolute repayment or prepayment of the principal amount of any Eurocurrency Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.15 or (d) if any breakage is incurred 2.20 or otherwise, or any failure to borrow or convert any Eurocurrency rate Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on such borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the applicable Borrower pursuant hereto shall be accompanied by (with a copy to the Applicable Agent), such Lender’s calculation Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on such Borrower.

Appears in 1 contract

Samples: Credit Agreement (Samsonite Corp/Fl)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any ---------- loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurocurrency Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan to a ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Loan pursuant to Section 2.21 or 9.4(b) Eurocurrency Loan, on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.04, 2.05 or (d) if any breakage is incurred 2.13 or otherwise, or any failure by a Borrower to prepay a borrow or convert any Eurocurrency Loan on after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such borrowing or otherwise; then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the applicable Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), such Lender’s calculation Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on such Borrower.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Crown Cork & Seal Co Inc)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or --------- expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurocurrency Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurocurrency Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.08, 2.16 or (d) if any breakage is incurred 2.21 or otherwise, or any failure by a Borrower to prepay a borrow or convert any Eurocurrency Loan on after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such borrowing or otherwise; then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the applicable Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), such Lender’s calculation Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on such Borrower.

Appears in 1 contract

Samples: Credit Agreement (Crown Cork & Seal Co Inc)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur to make any Loan) as a consequence of (a) any failure by such Borrower to fulfill on the date result of any borrowing hereunder repayment or prepayment of the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow, continue or convert principal amount of any Loan hereunder after irrevocable notice of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05 or (d) if any breakage is incurred 2.16 or otherwise, or any failure to borrow any Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a Borrower condition to prepay a Eurocurrency Loan on Borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), the Borrower shall, within five days of its receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive and binding on the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder Borrower.

Appears in 1 contract

Samples: Term Loan Agreement (Paxson Communications Corp)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurocurrency Loan or a Fixed Rate Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan to an ABR Loan or Absolute repayment or prepayment of the principal amount of any Fixed Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Eurocurrency Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.08, 2.16 or (d) if any breakage is incurred 2.21 or otherwise, or any failure by a Borrower to prepay a borrow or convert any Fixed Rate Loan or Eurocurrency Loan on after notice thereof shall have been given hereunder, whether by reason 59 of any failure to satisfy a condition to such borrowing or otherwise; then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the applicable Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), such Lender’s calculation Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on such Borrower.

Appears in 1 contract

Samples: Crown Cork & Seal Co Inc

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurocurrency Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a 69Eurocurrency Loan to an ABR Loan or repayment or prepayment of the principal amount of any Eurocurrency Loan or Absolute Rate Loan made to such Borrower required by any other provision of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.08, 2.16 or (d) if any breakage is incurred 2.21 or otherwise, or any failure by a Borrower to prepay a borrow or convert any Eurocurrency Loan on after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such borrowing or otherwise; then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the applicable Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), such Lender’s calculation Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder binding on such Borrower.

Appears in 1 contract

Samples: Credit Agreement (Crown Cork & Seal Co Inc)

Indemnity. Each Borrower agrees to indemnify each In the event any Lender against shall incur any loss or expense described below which (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender may sustain or incur as a consequence of (a) any failure by such Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan hereunder after irrevocable notice into, a Eurocurrency Loan) as a result of such borrowing, continuation or conversion has been given or deemed given or Competitive Bids have been accepted pursuant to Article II, (c) any payment, prepayment or conversion of a Eurocurrency Loan to an ABR Loan or Absolute Rate Loan made to such Borrower required by any other provision repayment or prepayment of this Agreement or otherwise made or deemed made, whatever the circumstances may be that give rise to such payment, prepayment or conversion, or any transfer principal amount of any such Eurocurrency Loan pursuant to Section 2.21 or 9.4(b), on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.04, 2.06, 2.08, 2.13, 2.15, 2.16 or (d) if any breakage is incurred 2.21 or otherwise, or any failure by a Borrower to prepay a borrow or convert any Eurocurrency Loan on after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such Borrowing or otherwise, then, upon the date specified in a written notice of prepayment; provided, that any request for indemnification made by any such Lender to any the Borrower pursuant hereto shall be accompanied by (with a copy to the Administrative Agent), the Borrower shall, within five days of its receipt thereof, pay directly to such Lender’s calculation of Lender such amount to be indemnified. The loss or expense for which such Lender shall be indemnified under this Section 2.16 shall be equal to the excess, if any, as reasonably determined by such Lender, of will ( i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, continued, prepaid or converted (assumed to be the Eurocurrency Rate in the case reasonable determination of Eurocurrency Loans) for the period from the date of such payment, prepayment, conversion or failure to borrow, continue, prepay or convert to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, continue, prepay or convert, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by reimburse such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, continued, prepaid or converted for such period loss or Interest Period, as the case may be; provided, however, that such amount expense. Such written notice (which shall not include any loss of a Lender’s margin or spread over its cost of obtaining funds as described above. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (with calculations in reasonable detail) shall be delivered to shall, in the relevant Borrower and shall absence of manifest error, be conclusive absent manifest error. This covenant shall survive and binding on the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder Borrower.

Appears in 1 contract

Samples: Quintiles Transnational Corp