Common use of Funding Indemnity Clause in Contracts

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof, (c) any failure by a Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correct.

Funding Indemnity. If any Lender shall incur any lossloss (other than lost profits), cost or expense (including, without limitation, any lossloss (other than lost profits), cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Term Benchmark Loan or CAD CDOR Loan Swing Loans or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender but not including lost profits) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Term Benchmark Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar Term Benchmark Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Term Benchmark Loan or Swing Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof2.06(a), (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Term Benchmark Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Term Benchmark Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (includingincluding any loss of profit, without limitation, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender or by reason of breakage of interest rate swap agreements or the liquidation of other Hedge Agreements or incurred by reason of an assignment required by Section 10.2(b)) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 3 or otherwise) by a Borrower the Borrowers to borrow or continue a Eurodollar Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof 2.4(a), other than as a result of the application of Sections 8.2 or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof8.3, (c) any failure by a Borrower the Borrowers to make any payment of principal on any Eurodollar Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the written demand of such Lender, the relevant Borrower Borrowers shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant BorrowerBorrowers, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender or by reason of breakage of interest rate swap agreements or the liquidation of other hedging contracts or agreements) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 3 or otherwise) by a the Borrower to borrow or continue a Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Eurocurrency Loan or Swing Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a2.4(a) hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any documented, out-of-pocket loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment re‑employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar SOFR Loan or CAD CDOR Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar SOFR Loan or CAD CDOR the Swingline Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar SOFR Loan or CAD CDOR the Swingline Loan, or to convert a U.S. Base Rate Loan into a Eurodollar SOFR Loan on or the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan Swingline Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar SOFR Loan or CAD CDOR the Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar SOFR Loan or CAD CDOR the Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such documented, out-of-pocket loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctdetermined.

Funding Indemnity. If any Lender shall incur any loss, cost cost, or expense (including, without limitation, any loss of profit, and any loss, cost cost, or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Swing Loan bearing interest at the Administrative Agent's Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof1.7(c), (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender within 15 days after demand by such Lender (which demand shall be accompanied by the certificate referred to below) such amount as will reimburse such Lender for such loss, cost cost, or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost cost, or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctdetermined.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (includingexcluding any loss of anticipated profits, without limitation, but including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Eurocurrency Loan or CAD CDOR Swing Quoted Rate Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Quoted Rate Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a Borrower the Borrowers to borrow or continue a Eurodollar Eurocurrency Loan or CAD CDOR LoanSwing Quoted Rate Loan or, or to convert a U.S. Base Rate Loan into a Eurodollar Eurocurrency Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Swing Quoted Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof, (c) any failure by a Borrower the Borrowers to make any payment of principal on any Eurodollar Eurocurrency Loan or CAD CDOR Swing Quoted Rate Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Quoted Rate Loan as a result of the occurrence of any Event of Default hereunder, then, promptly upon the demand of such Lender, the relevant Borrower Borrowers shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant BorrowerBorrower Representative, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Eurocurrency Loan on a date other than the last day of its Interest Period, including without limitation as a result of a reallocation of Revolving Loans pursuant to Section 1.2(b) hereof, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Eurocurrency Loan or Swing Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) 1.15 hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctdetermined.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Loan on a date other than the last day of its Interest PeriodPeriod (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 10.1), (b) any failure (because of other than due to a failure Lender failing to meet fund a properly requested Loan when the Borrower has met the conditions of Section 7 or otherwiseherein) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a (including any notice given pursuant to Section 1.6(a) hereof,that is subsequently revoked), or (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Loan when due (whether by acceleration or otherwise), or (dincluding when specified in a notice given pursuant to Section 1.9 hereof) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correct.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar LIBOR Loan or CAD CDOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar LIBOR Loan or CAD CDOR Loan on a date other than the last day of its Interest PeriodPeriod (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 10.1 hereof), (b) any failure (because of other than due to a failure Lender failing to meet fund or convert a properly requested Loan when the applicable Borrower has met the conditions of Section 7 or otherwise7.1 herein) by a Borrower to borrow or continue a Eurodollar LIBOR Loan or CAD CDOR Loan, or to convert a U.S. Base Rate Loan into a Eurodollar LIBOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a (including any notice given pursuant to Section 1.6(a) hereof,that is subsequently revoked), or (c) any failure by a Borrower to make any payment of principal on any Eurodollar LIBOR Loan or CAD CDOR Loan when due (whether by acceleration or otherwise, including when specified in a notice given pursuant to Section 1.9 hereof), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correct.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar SOFR Loan or CAD CDOR Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar SOFR Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, , (b) any failure (because of a failure to meet the conditions of Section 7 4 or otherwise) by a Borrower to borrow or continue a Eurodollar SOFR Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar SOFR Loan or Swing Loan on the date specified in a notice given pursuant to Section 1.6(a2.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof, 2.7, (c) any failure by a Borrower to make any payment of principal on any Eurodollar SOFR Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or or (d) any acceleration of the maturity of a Eurodollar SOFR Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expenseexpense within ten (10) days after receipt of the certificate described in the next sentence. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctand binding on Borrower absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (excluding loss of the respective Applicable Margin but including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender or by reason of breakage of interest rate swap agreements or the liquidation of other hedging contracts or agreements) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 3 or otherwise) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 1.6(a2.4(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) 2.12 hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctpresumptively correct absent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment re‑employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR such Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a Borrower to borrow or continue a Eurodollar Loan or CAD CDOR such Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan or such Swing Loan on the date specified in a notice given pursuant to Section 1.6(a2.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof2.7(c), (c) any failure by a Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR such Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR such Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant such Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Swing Loan bearing interest at a fixed rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender, but excluding lost profits or other consequential or incidental damages or expenses) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Swing Loan bearing interest at a fixed rate on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR LoanSwing Loan bearing interest at a fixed rate, or to convert a U.S. Base Rate Loan into a Eurodollar Loan or Swing Loan bearing interest at a fixed rate, on the date specified in a notice given pursuant to Section 1.6(a1.5(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) 1.14 hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Swing Loan bearing interest at a fixed rate when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Swing Loan bearing interest at a fixed rate as a result of the occurrence of any Event of Default hereunder, then, upon within 15 days after the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the amounts shown on computation of such certificate shall be conclusive if reasonably deemed prime facie correctloss, cost or expense).

Funding Indemnity. If any Lender shall incur any loss, cost or expense (includingexcluding any loss of anticipated profit, but otherwise including without limitation, limitation any other loss, cost or expense reasonably incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a1.5(a) hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such LenderLender and the receipt by the Borrower of the certificate of such Lender referred to in the next succeeding sentence, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender or by reason of breakage of interest rate swap agreements or the liquidation of other hedging contracts or agreements) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 3 or otherwise) by a Borrower the Borrowers to borrow or continue a Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Eurocurrency Loan or Swing Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof2.5(a), (c) any failure by a Borrower the Borrowers to make any payment of principal on any Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower Borrowers shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant BorrowerBorrowers, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar LIBOR Loan, EURIBOR Loan or CAD CDOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar LIBOR Loan, EURIBOR Loan or CAD CDOR Loan on a date other than the last day of its Interest PeriodPeriod (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 10.1 hereof), (b) any failure (because of other than due to a failure Lender failing to meet fund or convert a properly requested Loan when the applicable Borrower has met the conditions of Section 7 or otherwise7.1 herein) by a Borrower to borrow or continue a Eurodollar LIBOR Loan, EURIBOR Loan or CAD CDOR Loan, or to convert a U.S. Base Rate Loan into a Eurodollar LIBOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a (including any notice given pursuant to Section 1.6(a) hereof,that is subsequently revoked), or (c) any failure by a Borrower to make any payment of principal on any Eurodollar LIBOR Loan, EURIBOR Loan or CAD CDOR Loan when due (whether by acceleration or otherwise, including when specified in a notice given pursuant to Section 1.9 hereof), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correct.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Eurocurrency Loan or CAD CDOR Swingline Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender, but excluding loss of profit and Applicable Margin) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or CAD CDOR Swingline Loan on a date other than the last day of its Interest Period, , (b) any failure (because of a failure to meet the conditions of Section 7 6 hereof or otherwise) by a the Borrower to borrow or continue a Eurodollar Eurocurrency Loan or CAD CDOR Swingline Loan, or to convert a U.S. Base Domestic Rate Loan into a Eurodollar Loan Eurocurrency Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given established pursuant to Section 1.6(a1.6(c) hereof, , (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Eurocurrency Loan or CAD CDOR Swingline Loan when due (whether by acceleration or otherwise), or or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or CAD CDOR Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate executed by an officer of such Lender setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate if reasonably calculated shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (excluding any loss of anticipated profits, but including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Eurocurrency Loan or CAD CDOR Swing Quoted Rate Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Quoted Rate Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a Borrower the Borrowers to borrow or continue a Eurodollar Eurocurrency Loan or CAD CDOR LoanSwing Quoted Rate Loan or, or to convert a U.S. Base Rate Loan into a Eurodollar Eurocurrency Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Swing Quoted Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof, (c) any failure by a Borrower the Borrowers to make any payment of principal on any Eurodollar Eurocurrency Loan or CAD CDOR Swing Quoted Rate Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Eurocurrency Loan or CAD CDOR Swing Quoted Rate Loan as a result of the occurrence of any Event of Default hereunder, then, promptly upon the demand of such Lender, the relevant Borrower Borrowers shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant BorrowerBorrower Representative, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender or by reason of breakage of interest rate swap agreements or the liquidation of other Hedge Agreements or incurred by reason of an assignment required by Section 10.2(b)) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 3 or otherwise) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan or Swing Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof 2.5(a), other than as a result of the application of Sections 8.2 or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof8.3, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the written demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Eurocurrency Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such LenderLender or by reason of breakage of interest rate swap agreements or the liquidation of other hedging contracts or agreements) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Eurocurrency Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 3 or otherwise) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Eurocurrency Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan Eurocurrency Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a2.4(a) hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Eurocurrency Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Eurocurrency Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably absent manifest error. Unless otherwise agreed to by any Lender, for purposes of calculating amounts payable by the Borrower to such Lender under this Section 8.1, such Lender shall be deemed prime facie correctto have funded each Eurocurrency Loan made by it at rate equal to LIBOR for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Loan was in fact so funded.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (excluding any loss of anticipated profits, but including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan or Swing Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) 1.7 hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Swing Loan as a result of the occurrence of any Event of Default hereunder, then, promptly upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive absent manifest error; provided that the Borrower shall not be required to compensate such Lender pursuant to this Section for any increased costs or reductions incurred more than three (3) months prior to the date that such Lender notifies the Borrower in writing of the increased costs or reductions and of such Lender’s intention to claim compensation thereof; provided, further that if reasonably deemed prime facie correctthe change in law giving rise to such increased costs or reduction is retroactive, then the three (3) month period referred to above shall be extended to include the period of retroactive effect thereof.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR such Swing Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a Borrower to borrow or continue a Eurodollar Loan or CAD CDOR such Swing Loan, or to convert a U.S. Base Rate Loan into a Eurodollar Loan or such Swing Loan on the date specified in a notice given pursuant to Section 1.6(a2.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof2.2(b), (c) any failure by a Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR such Swing Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR such Swing Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant such Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar EurodollarSOFR Loan or CAD CDOR Swingline Loan bearing interest at the Swingline Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar EurodollarSOFR Loan or CAD CDOR such Swingline Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar EurodollarSOFR Loan or CAD CDOR such Swingline Loan, or to convert a U.S. Base Rate Loan into a Eurodollar EurodollarSOFR Loan or such Swingline Loan on the date specified in a notice given pursuant to Section 1.6(a2.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof2.2(b), (c) any failure by a the Borrower to make any payment of principal on any Eurodollar EurodollarSOFR Loan or CAD CDOR such Swingline Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurodollar EurodollarSOFR Loan or CAD CDOR such Swingline Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar LIBORTerm SOFR Loan, EURIBOR Loan or CAD CDOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar LIBORTerm SOFR Loan, EURIBOR Loan or CAD CDOR Loan on a date other than the last day of its Interest PeriodPeriod (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise, but excluding any prepayment or conversion required pursuant to Section 10.1 hereof), (b) any failure (because of other than due to a failure Lender failing to meet fund or convert a properly requested Loan when the applicable Borrower has met the conditions of Section 7 or otherwise7.1 herein) by a Borrower to borrow or continue a Eurodollar LIBORTerm SOFR Loan, EURIBOR Loan or CAD CDOR Loan, or to convert a U.S. Base Rate Loan into a Eurodollar LIBORTerm SOFR Loan on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a (including any notice given pursuant to Section 1.6(a) hereof,that is subsequently revoked), or (c) any failure by a Borrower to make any payment of principal on any Eurodollar LIBORTerm SOFR Loan, EURIBOR Loan or CAD CDOR Loan when due (whether by acceleration or otherwise, including when specified in a notice given pursuant to Section 1.9 hereof), or (d) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correct.

Funding Indemnity. □If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-re- employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Bankers' Acceptance, BA Equivalent Loan or CAD CDOR LIBOR Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Bankers' Acceptance, BA Equivalent Loan or CAD CDOR LIBOR Loan on a date other than the last day of its Interest Period,. (b) any failure (because of a failure to meet the conditions of Section Article 7 or otherwise) by a the Borrower to borrow or continue a Eurodollar Bankers' Acceptance, BA Equivalent Loan or CAD CDOR LIBOR Loan, or to convert a U.S. Prime Rate Loan, Base Rate Loan, Bankers' Acceptance or BA Equivalent Loan into a Eurodollar LIBOR Loan on the date specified in a notice given pursuant to Section 1.6(a) 2.9 hereof or to convert a CAD Prime Rate Loan, Base Rate Loan or LIBOR Loan into a CAD CDOR Bankers' Acceptance or BA Equivalent Loan on the date specified in a notice given pursuant to Section 1.6(a) 2.9 hereof,; (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Bankers' Acceptance, BA Equivalent Loan or CAD CDOR LIBOR Loan when due (whether by acceleration or otherwise), ; or (d) any acceleration of the maturity of a Eurodollar Bankers' Acceptance, BA Equivalent Loan or CAD CDOR LIBOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Lender, the relevant Administrative Agent the Borrower shall pay to the Administrative Agent for the account of such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, Borrower with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail and the amounts shown on such certificate shall be conclusive absent manifest error if reasonably deemed prime facie correctdetermined.

Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment reemployment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or CAD CDOR Loan or the relending or reinvesting Loan, but excluding any loss of such deposits or amounts paid or prepaid to such Lendermargin) as a result of: (a) any payment, prepayment or conversion of a Eurodollar Loan or CAD CDOR Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 7 Article 3 or otherwise) by a the Borrower to borrow or continue a Eurodollar Loan or CAD CDOR Loan, or to convert a U.S. Loan that is a Base Rate Loan into a Eurodollar Loan Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof or to convert a CAD Base Rate Loan into a CAD CDOR Loan on the date specified in a notice given pursuant to Section 1.6(a2.5(a) hereof, (c) any failure by a the Borrower to make any payment of principal on any Eurodollar Loan or CAD CDOR Loan when due (whether by acceleration or otherwise), (d) any failure by the Borrower to prepay a Eurodollar Loan on the date specified in a notice of prepayment given pursuant to Section 2.8 hereto (including where such notice has been revoked by the Borrower or otherwise (unless such notice may be revoked under Section 2.5 and is revoked in accordance therewith)), or (de) any acceleration of the maturity of a Eurodollar Loan or CAD CDOR Loan as a result of the occurrence of any Event of Default hereunder, then, upon within ten (10) days after the written demand of such Lender, the relevant Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the relevant Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive if reasonably deemed prime facie correctabsent manifest error.