Common use of Compensation for Prepayment or Failure to Borrow Clause in Contracts

Compensation for Prepayment or Failure to Borrow. Borrowers shall pay to Lenders, promptly upon the request of such Lender, such amount or amounts as shall be sufficient to compensate such Lender for any actual and reasonable loss, cost or expense (including any reasonable losses and expenses arising from the liquidation or reemployment of deposits acquired to fund or maintain any principal amount prepaid) incurred by such Lender as a result of (a) any payment, prepayment or Conversion of any LIBOR Advance on a day other than the last day of an Interest Period therefor or (b) the failure by Borrowers to borrow, Convert or prepay a LIBOR Advance on any date required hereby. Such reimbursement shall be calculated as though such Lender funded the principal amount paid, prepaid, Converted or not borrowed through the purchase of Dollar deposits in the London, England interbank market having a maturity corresponding to last day of the Interest Period for the amount paid, prepaid, Converted or to be borrowed and bearing an interest rate equal to the LIBOR Rate for such principal amount for such Interest Period, whether in fact that is the case or not. Such Lender's determination of the amount of such reimbursement shall be conclusive in the absence of manifest error, provided that the determination thereof is made on a reasonable basis.

Compensation for Prepayment or Failure to Borrow. Borrowers Borrower shall pay to LendersAgent in accordance with this Section, promptly upon the request of such LenderAgent, such amount or amounts as shall be sufficient to compensate such any Lender for any actual and reasonable loss, cost or expense (including any reasonable losses and expenses arising from the liquidation or reemployment of deposits acquired to fund or maintain any principal amount prepaid) incurred by such Lender as a result of (a) any payment, prepayment or Conversion of any LIBOR Advance Loan on a day other than the last day of an Interest Period therefor (a “LIBOR Prepayment”) or (b) the failure by Borrowers Borrower to borrow, Convert or prepay a LIBOR Advance Loan on any date required hereby. Such reimbursement shall be calculated as though such Lender funded the principal amount paid, prepaid, Converted or not borrowed through the purchase of Dollar deposits in the London, England interbank market having a maturity corresponding to last day of the Interest Period for the amount paid, prepaid, Converted or to be borrowed and bearing an interest rate equal to the LIBOR Rate for such principal amount for such Interest Period, whether in fact that is the case or not. Such Lender's determination A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, including in reasonable detail a description of the amount basis for such compensation and a calculation of such reimbursement amount or amounts, shall be delivered to Borrower and Agent and shall be conclusive in the absence of absent manifest error, provided that the determination thereof is made on a reasonable basis. Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof. On the date of any LIBOR Prepayment, interest shall be due and payable on the principal amount so paid, prepaid or Converted.

Compensation for Prepayment or Failure to Borrow. Borrowers (a) US Borrower shall pay to LendersAgent, promptly upon the request of such Lender, Agent such amount or amounts as shall be sufficient to compensate such any US Lender for any actual and reasonable loss, cost or expense (including any reasonable losses and expenses arising from the liquidation or reemployment of deposits acquired to fund or maintain any principal amount prepaid) incurred by such US Lender as a result of (a) any payment, prepayment or Conversion of any LIBOR Advance Loan on a day other than the last day of an Interest Period therefor or (b) the failure by Borrowers Borrower to borrow, Convert or prepay a LIBOR Advance Loan on any date required hereby. Such reimbursement shall be calculated as though such US Lender funded the principal amount paid, prepaid, Converted or not borrowed through the purchase of US Dollar deposits in the London, England interbank market having a maturity corresponding to last day of the Interest Period for the amount paid, prepaid, Converted or to be borrowed and bearing an interest rate equal to the LIBOR Rate for such principal amount for such Interest Period, whether in fact that is the case or not. Such US Lender's ’s determination of the amount of such reimbursement shall be conclusive in the absence of manifest error, provided that the determination thereof is made on a reasonable basis. (b) To induce Cdn. Lender to provide BA Loans on the terms provided herein, if: (i) any BA Loan is repaid in whole or in part prior to the last day of any Contract Period applicable thereto (whether such repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the result of demand, acceleration, by operation of law or otherwise);

Compensation for Prepayment or Failure to Borrow. Borrowers Borrower shall pay to LendersAgent in accordance with this Section, promptly upon the request of such LenderAgent, such amount or amounts as shall be sufficient to compensate such any Lender for any actual and reasonable loss, cost or expense (including any reasonable losses and expenses arising from the liquidation or reemployment of deposits acquired to fund or maintain any principal amount prepaid) incurred by such Lender as a result of (a) any payment, prepayment or Conversion of any LIBOR Advance Loan on a day other than the last day of an Interest Period therefor (a “LIBOR Prepayment”) or (b) the failure by Borrowers Borrower to borrow, Convert or prepay a LIBOR Advance Loan on any date required hereby. Such reimbursement shall be calculated as though such Lender funded the principal amount paid, prepaid, Converted or not borrowed through the purchase of Dollar deposits in the London, England interbank market having a maturity corresponding to last day of the Interest Period for the amount paid, prepaid, Converted or to be borrowed and bearing an interest rate equal to the LIBOR Rate for such principal amount for such Interest Period, whether in fact that is the case or not. Such Lender's determination A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, including in reasonable detail a description of the amount basis for such compensation and a calculation of such reimbursement amount or amounts, shall be delivered to Borrower and Agent and shall be conclusive in the absence of absent manifest error, provided that the determination thereof is made on a reasonable basis. Borrower shall pay Amended and Restated Credit Agreement v7 33 such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof. On the date of any LIBOR Prepayment, interest shall be due and payable on the principal amount so paid, prepaid or Converted.