Funding Indemnification.If any payment of a ratable LIBOR Rate Advance

Funding. Each of such Originator and its Restricted Subsidiaries and, with respect to any Plan which is subject to Title IV of ERISA, each of its ERISA Affiliates, have made full and timely payment of all amounts # required to be contributed under the terms of each Plan and applicable law, and # required to be paid as expenses (including PBGC or other premiums) of each Plan, where the failure to pay such amounts (when taken as a whole, including any penalties attributable to such amounts) would have a Material Adverse Effect. Such Originator is not subject to any liabilities with respect to post-retirement medical benefits in any amounts which, together with all other liabilities referred to in this [Section 2.1(w)] (taken as a whole), would have a Material Adverse Effect if such amounts were then due and payable.

Funding. Each Obligor and each Restricted Subsidiary and, with respect to any Plan which is subject to Title IV of ERISA, each of their respective ERISA Affiliates, have made full and timely payment of all amounts # required to be contributed under the terms of each Plan and applicable law, and # required to be paid as expenses (including PBGC or other premiums) of each Plan, except for failures to pay such amounts (including any penalties attributable to such amounts) that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

Funding Indemnification. Subject to [Section 2.4(B)], if any payment of a Fixed- Rate Loan or Daily Simple RFR Loan occurs on a date which is not # the last day of the applicable Interest Period with respect to any Fixed-Rate Loan or # on a date other than on the Payment Date therefor with respect to any Daily Simple RFR Loan, whether because of acceleration, prepayment, or otherwise, or a Fixed-Rate Loan or Daily Simple RFR Loan is not made on the date specified by the applicable Borrower for any reason other than default by the Lenders, such Borrower shall indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the Fixed-Rate Loan or Daily Simple RFR Loan.

Funding Indemnification. The Borrower hereby indemnifies each of the Lenders against any actual loss, cost or expense (including any actual loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of # any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a SOFR Loan (after giving effect to any applicable grace period), # any failure of the Borrower to borrow or LEGAL02/41239043v9

Funding. In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of # the Federal Funds Effective Rate or # a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to the Term Loan Advances, on demand, from Borrower.

Funding. The benefits provided under the Plan shall be unfunded and shall be provided from the general assets of the Company and its Affiliates. It is expected that, with respect to an Eligible Executive who is employed by an Affiliate at the time a payment becomes due, payments made pursuant to the Plan will be made by such Affiliate; provided, however, that if the Affiliate fails to pay any amount when due for any reason, such payment shall be made by the Company, and the Company and the employing Affiliate shall be and remain jointly and severally liable for such payment until the payment has been paid in full.

. Subject to [Section 2.4(B)], if any payment of a Fixed-Rate Loan or Daily Simple RFR Loan occurs on a date which is not # the last day of the applicable Interest Period with respect to any Fixed-Rate Loan or # on a date other than on the Payment Date therefor with respect to any Daily Simple RFR Loan, whether because of acceleration, prepayment, or otherwise, or a Fixed-Rate Loan or Daily Simple RFR Loan is not made on the date specified by the applicable Borrower for any reason other than default by the Lenders, such Borrower shall indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the Fixed-Rate Loan or Daily Simple RFR Loan.

Funding. In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of # the Federal Funds Effective Rate or # a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to the Growth Capital Advances, on demand, from Borrower.

Funding. Buyer has sufficient Current Funds for the Deposit and reasonably expects to have the balance of the total Purchase Price at Closing.