The Borrowers hereby agree to indemnify Agent and each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (i) default by the Borrowers in payment when due of the principal amount of or interest on any Eurodollar Rate Loan, (ii) default by the Borrowers in making any prepayment after the Borrowers have given a notice thereof in accordance with the provisions of this Agreement or (iii) the making of a prepayment (whether voluntary, as a result of acceleration or otherwise) other than a mandatory prepayment, of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. A certificate in reasonable detail as to any amounts that a Lender or Agent is entitled to receive under this Section 2.17 submitted by such Lender to the Borrowers shall be conclusive in the absence of manifest or demonstrable error and all such amounts shall be paid by Borrowers promptly upon demand by such Lender, unless such amounts are being contested as a result of manifest or demonstrable error, in which case they shall be paid promptly upon resolution of such manifest or demonstrable error. This covenant shall survive the termination of this Agreement and the payment of the Notes, if any, and all other amounts payable hereunder; provided that, the Borrowers shall not be required to compensate Agent or a Lender pursuant to this Section 2.17 for any amounts incurred more than ninety (90) days prior to the date that Agent or such Lender, as the case may be, notifies the Borrowers of such losses or expenses and of Agent’s or such Lender’s intention to claim compensation therefor.