Common use of Breakage Clause in Contracts

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) or (ii) as a result of a payment or Conversion pursuant to Section 2.07, 2.09 or 2.11, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion. Such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day of the then current Interest Period therefor, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excess.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Contract Rate Advance Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(d), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Parent Borrower pursuant to Section 8.07(a) 10.07(a), or (ii) as a result of a if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than an Index Rate Loan on the date or in the amount notified by such Loan Party , the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such AdvanceAdvance (including as a result of an Event of Default), as a result of a payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) 8.07 or (ii) as a result of a payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Eurocurrency Rate Advance Loan had such event not occurred, at the Eurocurrency Eurodollar Rate that would have been applicable to such Eurocurrency Rate AdvanceLoan, for the period from the date of such event to the last day of the then current Interest Period therefortherefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. If the amount A certificate of the Committed Currency purchased by any Lender in the case of a Conversion setting forth any amount or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, amounts that such Lender agrees is entitled to remit receive pursuant to this Section 8.04(f) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such excessLender the amount shown as due on any such certificate within 10 days after receipt thereof.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Contract Rate Advance Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(e), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Parent Borrower pursuant to Section 8.07(a) 10.07(a), or (ii) as a result of a if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than an Index Rate Loan on the date or in the amount notified by such Loan Party , the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If The Borrower shall indemnify each Lender against any payment loss or expense that such Lender sustains or incurs as a consequence of principal of(a) any event, or Conversion ofother than a default by such Lender in the performance of its obligations hereunder, any Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Term Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Term Loan to an ABR Term Loan or the conversion of the Interest Period with respect to any Eurodollar Term Loan, in each case other than on the last day of the Interest Period for in effect therefor, or (iii) any Eurodollar Term Loan to be made by such Advance, as a result of a payment or Conversion Lender (including any Eurodollar Term Loan to be made pursuant to a conversion or continuation under Section 2.07, 2.09 or 2.11, acceleration 2.10) not being made after notice of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand Term Loan shall have been given by the Borrower pursuant hereunder other than by operation of Section 2.08 and the proviso set forth at the end of Section 2.12(c) (any of the events referred to Section 8.07(ain this clause (a) being called a “Breakage Event”) or (iib) as a result any default in the making of a any payment or Conversion pursuant prepayment required to Section 2.07be made hereunder. In the case of any Breakage Event, 2.09 or 2.11, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand loss shall include an amount equal to the Agent)excess, pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may as reasonably incur as a result of such payment or Conversion. Such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on Eurodollar Term Loan that is the principal amount subject of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Period therefor, in effect (or that would have been in effect) for such Term Loan over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars the applicable currency or Committed Currency currencies of a comparable amount and period from other banks in the Eurocurrency applicable interbank market. If For purposes of calculating amounts payable by the amount Borrower to the Lenders under this Section 2.16, each Lender shall be deemed to have funded each Eurodollar Term Loan made by it at the Adjusted LIBO Rate (excluding the impact of the Committed Currency purchased last sentence of the “Adjusted LIBO Rate” definition) for such Term Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Adjusted LIBO Rate Term Loan was in fact so funded. A certificate of any Lender setting forth in the case of a Conversion reasonable detail any amount or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, amounts which such Lender agrees is entitled to remit receive pursuant to this Section 2.16 shall be delivered to the Borrower such excessand shall be conclusive absent manifest error.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Adjusted Term SOFR Rate Advance is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such AdvanceAdvance (including as a result of an Event of Default), as a result of a payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) 8.07 or (ii) as a result of a payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Eurocurrency Rate Advance Loan had such event not occurred, at the Eurocurrency Adjusted Term SOFR Rate that would have been applicable to such Eurocurrency Rate AdvanceLoan, for the period from the date of such event to the last day of the then current Interest Period therefortherefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. If the amount A certificate of the Committed Currency purchased by any Lender in the case of a Conversion setting forth any amount or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, amounts that such Lender agrees is entitled to remit receive pursuant to this Section 8.04(f) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such excessLender the amount shown as due on any such certificate within 10 days after receipt thereof.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance SOFR Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such AdvanceAdvance (including as a result of an Event of Default), as a result of a payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) 8.07 or (ii) as a result of a payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Eurocurrency Rate Advance Loan had such event not occurred, at the Eurocurrency Rate Term SOFR that would have been applicable to such Eurocurrency Rate AdvanceLoan, for the period from the date of such event to the last day of the then current Interest Period therefortherefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency marketcomparable markets. If the amount A certificate of the Committed Currency purchased by any Lender in the case of a Conversion setting forth any amount or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, amounts that such Lender agrees is entitled to remit receive pursuant to this Section 8.04(f) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such excessLender the amount shown as due on any such certificate within 10 days after receipt thereof.

Breakage. If any payment of principal of, or Conversion of, any Term SOFR Advance or Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a prepayment or payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 9.07 as a result of a demand by the Borrower pursuant to Section 8.07(a9.07(a) or (ii) as a result of a prepayment or payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion. Such loss, including, without limitation, any loss (including loss of anticipated profits), cost or expense to incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender shall be deemed to be the amount determined by fund or maintain such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day of the then current Interest Period therefor, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.07 2.08 or 2.11 2.12 exceeds the sum required to satisfy such LenderXxxxxx’s liability in respect of such Advances, such Lender Xxxxxx agrees to remit to the Borrower such excess. (f) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents. Section 9.05.