Common use of Indemnity for Funding Losses Clause in Contracts

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 or Section 4.03, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser sustains or incurs as a consequence of any: (a) payment, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller to such Purchaser on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such date.

Indemnity for Funding Losses. In addition Except as otherwise provided in this Agreement, following receipt by Borrower from any Lender of a certificate of such Lender in accordance with the last paragraph in this Section 3.5, Borrower, on demand, shall compensate such Lender for, and hold such Lender harmless from, any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Term Benchmark Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Term Benchmark Loan on the compensation date or payments required in the amount notified by Section 4.01 Borrower; (c) any continuation, conversion, payment or Section 4.03prepayment of any RFR Loan on a day other than the interest payment date for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (d) any failure by Borrower (for a reason other than the Seller shall indemnify each Purchaser against all liabilitiesfailure of such Lender to make a Loan) to prepay or borrow any RFR Loan (if such RFR Loan bears interest by reference to a term rate) on the date or in the amount notified by Borrower, losses or expenses (including any loss of anticipated profits, any foreign exchange losses profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capitalsuch Term Benchmark Loan or RFR Loan, as applicable, or from fees payable to terminate the deposits from which such funds were obtained or from obtained, as determined by Administrative Agent in its sole discretion. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the performance foregoing. For purposes of any foreign exchange contract) which such Purchaser sustains or incurs as a consequence of any: (a) paymentcalculating amounts payable by Borrower to the Lenders under this Section 3.5, prepayment, conversion or renewal of any Capital each Lender shall be deemed to which have funded each Term Benchmark Loan made by it at the Adjusted Term SOFR Rate applies on for such Loan and each RFR Loan made by it at the Adjusted Daily Simple SOFR rate, as applicable, by a day matching deposit or other than borrowing in the applicable offshore interbank market for a Monthly Settlement Date (comparable amount and for a comparable period, whether or not any such payment Term Benchmark Loan or prepayment is mandatoryRFR Loan, voluntaryas applicable, or automatic and whether or not any such payment or prepayment is then due);was in fact so funded. (be) attempt The amount of any loss, cost or expense compensable by the Seller Borrower to revoke any Lender pursuant to this Section 3.5 shall be determined by such Lender, who shall notify Borrower (expressly, by later inconsistent notices or otherwisewith a copy to Administrative Agent) in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d) or failure by the Seller (for form of a reason other than the failure certificate of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on Lender stating that the date or calculations set forth therein are in accordance with the amount notified by the Seller; or (c) any assignment terms of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs this Agreement and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify setting forth in reasonable detail the basis for such determinationcalculations, such certificate being conclusive and binding for all purposes absent manifest error. Such The amount set forth in such certificate shall be due and payable by the Seller to such Purchaser Borrower on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause thirtieth (a30th) or (c) above, then on the date day following delivery of such paymentcertificate to Borrower. In determining such amount, prepayment, conversion, renewal Administrative Agent or assignment so long as such notice has been given on or prior to such dateLender may use any reasonable averaging and attribution methods.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 or Section 4.03, the Seller Borrower shall indemnify each Purchaser Lender against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any CapitalLoan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser Lender sustains or incurs as a consequence of any: (a) payment, prepayment, conversion or renewal of any Capital Loan to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (Date, whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due);; or (ba) attempt by the Seller Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Loan Request or notice relating to prepayments under Section 2.02(d2.02(e) or failure by the Seller Borrower (for a reason other than the failure of such Purchaser Lender to fund an Investmentmake a Loan) to prepay, borrow, continue or convert any Capital Loan on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04Borrower. If any Purchaser Lender sustains or incurs any such loss or expense, it shall from time to time notify the Seller Borrower of the amount determined in good faith by such Purchaser Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser Lender shall deem reasonable) to be necessary to indemnify such Purchaser Lender for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller Borrower to such Purchaser Lender on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such dategiven.

Indemnity for Funding Losses. In addition Except as otherwise provided in this Agreement, following receipt by Borrower from any Lender of a certificate of such Lender in accordance with the last paragraph in this Section 3.5, Borrower, on demand, shall compensate such Lender for, and hold such Lender harmless from, any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any LIBOR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBOR Loan on the compensation date or payments required in the amount notified by Section 4.01 or Section 4.03, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (Borrower; including any loss of anticipated profits, any foreign exchange losses profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, such LIBOR Loan or from fees payable to terminate the deposits from which such funds were obtained obtained, as determined by Administrative Agent in its sole discretion. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each LIBOR Loan made by it at LIBOR for such Loan by a matching deposit or from other borrowing in the performance of any foreign exchange contract) which such Purchaser sustains or incurs as London interbank market for a consequence of any: (a) paymentcomparable amount and for a comparable period, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) LIBOR Loan was in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; orfact so funded. (c) The amount of any assignment of Capital then accruing Yield based on loss, cost or expense compensable by Borrower to any Lender pursuant to this Section 3.5 shall be determined by such Lender, who shall notify Borrower (with a copy to Administrative Agent) in the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result form of a request by certificate of such Lender stating that the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify calculations set forth therein are in accordance with the Seller terms of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs this Agreement and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify setting forth in reasonable detail the basis for such determinationcalculations, such certificate being conclusive and binding for all purposes absent manifest error. Such The amount set forth in such certificate shall be due and payable by the Seller to such Purchaser Borrower on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause thirtieth (a30th) or (c) above, then on the date day Columbia – Second Amended and Restated Credit Agreement following delivery of such paymentcertificate to Borrower. In determining such amount, prepayment, conversion, renewal Administrative Agent or assignment so long as such notice has been given on or prior to such dateLender may use any reasonable averaging and attribution methods.

Indemnity for Funding Losses. In addition Except as otherwise provided in this Agreement, following receipt by Borrower from any Lender of a certificate of such Lender in accordance with the last paragraph in this Section 3.5, Borrower, on demand, shall compensate such Lender for, and hold such Lender harmless from, any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any LIBOR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by Xxxxxxxx (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBOR Loan on the compensation date or payments required in the amount notified by Section 4.01 or Section 4.03, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (Borrower; including any loss of anticipated profits, any foreign exchange losses profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, such LIBOR Loan or from fees payable to terminate the deposits from which such funds were obtained obtained, as determined by Administrative Agent in its sole discretion. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each LIBOR Loan made by it at LIBOR for such Loan by a matching deposit or from other borrowing in the performance of any foreign exchange contract) which such Purchaser sustains or incurs as London interbank market for a consequence of any: (a) paymentcomparable amount and for a comparable period, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) LIBOR Loan was in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; orfact so funded. (c) The amount of any assignment of Capital then accruing Yield based on loss, cost or expense compensable by Borrower to any Lender pursuant to this Section 3.5 shall be determined by such Lender, who shall notify Borrower (with a copy to Administrative Agent) in the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result form of a request by certificate of such Lender stating that the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify calculations set forth therein are in accordance with the Seller terms of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs this Agreement and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify setting forth in reasonable detail the basis for such determinationcalculations, such certificate being conclusive and binding for all purposes absent manifest error. Such The amount set forth in such certificate shall be due and payable by the Seller to such Purchaser Borrower on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause thirtieth (a30th) or (c) above, then on the date day following delivery of such paymentcertificate to Borrower. In SECOND AMENDED AND RESTATED CREDIT AGREEMENT determining such amount, prepayment, conversion, renewal Administrative Agent or assignment so long as such notice has been given on or prior to such dateLender may use any reasonable averaging and attribution methods.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 or Section 4.03, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser sustains or incurs as a consequence of any: (a) payment, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (Date, whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d2.02(e) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller to such Purchaser on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such date.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 or Section 4.03, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser sustains or incurs as a consequence of any: : (a) payment, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); ; (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; or or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller to such Purchaser on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such date.

Indemnity for Funding Losses. In addition Except as otherwise provided in this Agreement, following receipt by Borrower from any Lender of a certificate of such Lender in accordance with the last paragraph in this Section 3.5, Borrower, on demand, shall compensate such Lender for, and hold such Lender harmless from, any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any LIBOR Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBOR Loan on the compensation date or payments required in the amount notified by Section 4.01 or Section 4.03, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (Borrower; including any loss of anticipated profits, any foreign exchange losses profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, such LIBOR Loan or from fees payable to terminate the deposits from which such funds were obtained obtained, as determined by Administrative Agent in its sole discretion. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each LIBOR Loan made by it at LIBOR for such Loan by a matching deposit or from other borrowing in the performance of any foreign exchange contract) which such Purchaser sustains or incurs as London interbank market for a consequence of any: (a) paymentcomparable amount and for a comparable period, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) LIBOR Loan was in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; orfact so funded. (c) The amount of any assignment of Capital then accruing Yield based on loss, cost or expense compensable by Borrower to any Lender pursuant to this Section 3.5 shall be determined by such Lender, who shall notify Borrower (with a copy to Administrative Agent) in the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result form of a request by certificate of such Lender stating that the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify calculations set forth therein are in accordance with the Seller terms of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs this Agreement and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify setting forth in reasonable detail the basis for such determinationcalculations, such certificate being conclusive and binding for all purposes absent manifest error. Such The amount set forth in such certificate shall be due and payable by the Seller to such Purchaser Borrower on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause thirtieth (a30th) or (c) above, then on the date day following delivery of such paymentcertificate to Borrower. In determining such amount, prepayment, conversion, renewal Administrative Agent or assignment so long as such notice has been given on or prior to such dateLender may use any reasonable averaging and attribution methods.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 5.01 or Section 4.035.03, the Seller Borrower shall indemnify each Purchaser Lender against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractobtained) which such Purchaser Lender sustains or incurs as a consequence of any: (a) payment, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Loan Request or notice relating to prepayments under Section 2.02(d) or failure by the Seller Borrower (for a reason 45762333169 19631658 762333169 19631658 other than the failure of such Purchaser Lender to fund an Investmentmake a Loan) to prepay, borrow, continue or convert any Capital Loan on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04Borrower. If any Purchaser Lender sustains or incurs any such loss or expense, it shall from time to time notify the Seller Borrower of the amount determined in good faith by such Purchaser Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser Lender shall deem reasonablereasonably determine) to be necessary to indemnify such Purchaser Lender for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination, including a calculation of the amount or amounts necessary to compensate such Lender. Such amount shall be due and payable by the Seller Borrower to such Purchaser Lender on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such date.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 1.7 or Section 4.031.10, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser sustains or incurs as a consequence of any: (a) payment, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Request Purchase Notice or notice relating to prepayments under Section 2.02(d1.1(b) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investmenta Purchase) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expenseexpense and requests compensation under this Section 1.9, it shall from time to time notify provide the Seller of with a certificate stating the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice certificate shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller to such Purchaser on (x) the later of (i) the first Settlement Date occurring after such notice is given or (ii) ten (10) days after receipt thereof, or, (y) if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice certificate has been given on or at least ten (10) days prior to such date.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 or Section 4.03, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (including excluding any loss of anticipated profits, but including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser sustains or incurs as a consequence of any: (a) payment, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment / Loan Request or notice relating to prepayments under Section 2.02(d2.03(d) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an InvestmentInvestment or Loan) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller to such Purchaser on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such date.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 or Section 4.03, the Seller Borrower shall indemnify each Purchaser Lender against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any CapitalLoan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser Lender sustains or incurs as a consequence of any: (a) : payment, prepayment, conversion or renewal of any Capital Loan to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (Date, whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due);; or (ba) attempt by the Seller Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Loan Request or notice relating to prepayments under Section 2.02(d2.02(e) or failure by the Seller Borrower (for a reason other than the failure of such Purchaser Lender to fund an Investmentmake a Loan) to prepay, borrow, continue or convert any Capital Loan on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04Borrower. If any Purchaser Lender sustains or incurs any such loss or expense, it shall from time to time notify the Seller Borrower of the amount determined in good faith by such Purchaser Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser Lender shall deem reasonable) to be necessary to indemnify such Purchaser Lender for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller Borrower to such Purchaser Lender on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such dategiven.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 or Section 4.03, the Seller SPE shall indemnify each Purchaser Purchaser/Lender against all liabilities, losses or expenses actually incurred (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser Purchaser/Lender sustains or incurs as a consequence of any: (a) any payment, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (ba) attempt by the Seller SPE to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Investment/Loan Request or notice relating to prepayments under Section 2.02(d2.03(d) or failure by the Seller SPE (for a reason other than the failure of such Purchaser Purchaser/Lender to fund an Investment) to prepay, borrow, continue prepay or convert borrow any Capital on the date or in the amount notified by the SellerSPE; or (cb) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller SPE pursuant to Section 4.04. If any Purchaser Purchaser/Lender sustains or incurs any such loss or expense, it shall from time to time notify the Seller SPE of the amount determined in good faith by such Purchaser Purchaser/Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser Purchaser/Lender shall deem reasonable) to be necessary to indemnify such Purchaser Purchaser/Lender for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller SPE to such Purchaser Purchaser/Lender on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such date.

Indemnity for Funding Losses. In addition to the compensation or payments required by Section 4.01 or Section 4.03, the Seller shall indemnify each Purchaser against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Capital, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser sustains or incurs as a consequence of any: (a) payment, prepayment, conversion or renewal of any Capital to which the Term SOFR Rate applies on a day other than a Monthly Settlement Date (Date, whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due); (b) attempt by the Seller to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Investment Request or notice relating to prepayments under Section 2.02(d2.02(e) or failure by the Seller (for a reason other than the failure of such Purchaser to fund an Investment) to prepay, borrow, continue or convert any Capital on the date or in the amount notified by the Seller; or (c) any assignment of Capital then accruing Yield based on the Term SOFR Rate on a day other than the last day of the Yield Period therefor as a result of a request by the Seller pursuant to Section 4.04. If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense. Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by the Seller to such Purchaser on the first Settlement Date occurring after such notice is given or, if such amount is payable due to clause (a) or (c) above, then on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such dategiven.