Break Funding. In the event of the payment of any principal of an Advance other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), or the failure to borrow, continue or prepay any Advance on the date specified in any notice delivered pursuant hereto, then, in any such event, Borrowers shall upon demand compensate any Lender for the loss, cost and expense attributable to such event. In the case of an Advance, such loss, cost or expense to such Lender shall be deemed to include an 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 Advance had such event not occurred, at the reference interest rate that would have been applicable to such Advance, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow or continue, for the period that would have been the initial Interest Period for such Advance), 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 dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of such Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.12 shall be delivered to Borrowers and shall be conclusive absent manifest error. All of Borrowers’ obligations under this Section 2.12 shall survive termination of the Facility or repayment of all other Obligations hereunder.
Break Funding. The Borrower shall compensate each Lender for any loss or expense that such Lender may sustain or incur as a consequence of (a) such Lender receiving or being deemed to receive any amount on account of the principal of any Fixed Rate Loan or Eurodollar Loan prior to the end of the Interest Period in effect therefor, (b) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor or (c) the failure of the Borrower to borrow, convert, continue or prepay any Fixed Rate Loan or Eurodollar Loan made or to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.11) after notice of such borrowing, conversion, continuation or prepayment shall have been given by the Borrower hereunder (any of the events referred to in this sentence being called a "Breakage Event"). In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Fixed Rate Loan or Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount due within 15 days of the receipt of any such certificate.
Break Funding. In the event of the payment of any principal of an Advance other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), or the failure to borrow (for a reason other than the failure of Administrative Agent or a Lender to make such Advance), prepay any Advance on the date specified in any notice delivered pursuant hereto, then, in any such event, upon written demand of the applicable Lender, Borrower shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profits or margin) attributable to such event to the extent actually incurred by the applicable Lender. A certificate of Calculation Agent setting forth in reasonable detail any amount or amounts that each Lender is entitled to receive pursuant to this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay each Lender the amount shown as due on any such certificate within 10 days after receipt thereof. All of Borrower’s obligations under this Section 2.14 shall survive termination of the Facility or repayment of all other Obligations hereunder.
Break Funding. In the event of (a) the payment of any principal of any LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Loan other than on the last day of the Interest Period applicable thereto or (c) the failure to borrow, convert, continue or prepay any LIBOR Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrowers shall compensate the Lenders for the loss, cost and expense attributable to such event. In the case of a LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an 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 Loan had such event not occurred, at the LIBOR Basis that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (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 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 Dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of such Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.
Break Funding. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Loan of Borrower 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 Loan of Borrower on the date or in the amount notified by Borrower; including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by Borrower to the Lenders under this Section 2.12, each Lender shall be deemed to have funded each Loan made by it at the rate applicable to such Interest Period for such 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 Loan was in fact so funded.
Break Funding. The Borrower shall pay to the Lender within five (5) Business Days after the request in writing and delivery of the certificate set forth below by the Lender, such amount or amounts (if any) as shall be sufficient to compensate it for any reasonable loss, cost or expense (excluding any loss of anticipated profits) including any loss or expense arising from the liquidation or reemployment of funds obtained by the Lender to maintain the Loan or from fees payable to terminate the deposit from which the Loan was obtained, incurred by the Lender as a result of:
(a) the failure of the Borrower to make on a timely basis any payment of principal of the Loan on the last day of an Interest Period;
(b) the failure of the Borrower to borrow the Loan after the Borrower has given a Notice of Borrowing (for a reason other than the failure of the Lender to make the Loan);
(c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 4.2 or Section 4.3; or
(d) the prepayment or repayment (including pursuant to Section 4.1, 4.2 or 4.3) or other payment of the Loan on a day that is not the last day of the relevant Interest Period; The Lender will furnish to the Borrower a certificate setting forth in reasonable detail the basis and amount of each request by the Lender for compensation under this Section 2.10, which certificate shall be conclusive and binding on the Borrower in the absence of manifest error.
Break Funding. If, at any time that a LIBOR Election is in effect, the principal balance of the applicable LIBOR Rate Loan is, for any reason whatsoever and whether or not within the control of Borrower, reduced below the LIBOR Amount applicable to that LIBOR Rate Loan, then Borrower shall pay to Lenders, in addition to any other Obligations, all costs and expenses incurred by Lenders arising out of that prepayment and a “LIBOR Prepayment Fee” which shall be equal to the “Interest Differential”. The term “Interest Differential” shall mean that sum, as determined by Agent, equal to the greater of zero or the financial loss incurred by the Lenders (as determined by Agent) resulting from prepayment, calculated as the difference between the amount of interest Lenders would have earned (from like investments in the Money Markets as of the first day of the LIBOR Rate Loan) had prepayment not occurred and the interest Lenders will actually earn (from like investments in the Money Markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Borrower agrees that the Interest Differential shall not be discounted to its present value. The term “Money Markets” refers to one or more wholesale funding markets available to Agent, including negotiable certificates of deposit, commercial paper, eurodollar deposits, bank notes, federal funds, interest rate swaps or others. A certificate as to such Interest Differential submitted by Agent to Borrower shall be conclusive, absent manifest error, as to the amount thereof. The Obligations described under this Section 3.2.4 shall survive any termination of this Agreement.
Break Funding. The Borrower shall compensate each Lender for any loss or expense that such Lender may sustain or incur as a consequence of (a) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (b) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor or (c) the failure of the Borrower to borrow, convert, continue or prepay any Eurodollar Loan made or to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10) after notice of such borrowing, conversion, continuation or prepayment shall have been given by the Borrower hereunder (any of the events referred to in this sentence being called a "Breakage Event"). In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.14 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount due within 15 days of the receipt of any such certificate.
Break Funding. The Borrower shall pay to the Administrative Agent for account of each Lender, upon the request of such Lender through the Administrative Agent, such amount or amounts (if any) as shall be sufficient to compensate it for any loss, cost or expense that such Lender determines is attributable to:
(a) any prepayment of its Loan for any reason on a date other than the last day of an Interest Period; or
(b) the failure by the Borrower for any reason (other than the failure of any Lender to make its Loan in the event that the conditions precedent specified in Section 6 have been satisfied) to make the Borrowing on the date specified in the Notice of Borrowing given pursuant to Section 2.02, or to prepay any Loan in accordance with a notice of prepayment under Section 3.03. Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under this Section 5.04, which certificate shall be conclusive and binding on the Borrower in the absence of manifest error.
Break Funding. The Borrower shall pay to the Administrative Agent for the account of each Floating Rate Lender, within ten (10) days after the request in writing and delivery of the certificate set forth below by such Floating Rate Lender, such amount or amounts (if any) as shall be sufficient to compensate it for any loss, cost or expense (excluding the loss of any anticipated profit) including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Floating Loans or from fees payable to terminate the deposits from which such funds were obtained that is attributable to:
(a) the failure of the Borrower to make on a timely basis any payment of principal of the Loans;
(b) the failure of the Borrower to borrow any LIBOR Loan after the Borrower has given a Notice of Borrowing;
(c) the failure of the Borrower to make any prepayment of any LIBOR Loan in accordance with any notice delivered under Section 4.2 or Section 4.3; or
(d) any prepayment or repayment (including pursuant to Section 4.1, 4.2 or 4.3); provided that the Borrower shall use commercially reasonable efforts to mitigate any such cost or expense attributable to a prepayment contemplated by Section 4.3 or other payment of any Loan on a day that is not the last day of the relevant Interest Period. Each Floating Rate Lender will furnish to the Borrower and the Administrative Agent a certificate setting forth in reasonable detail the basis and amount of each request by such Floating Rate Lender for compensation under this Section 2.10, which certificate shall be conclusive and binding on the Borrower and the Administrative Agent in the absence of manifest error.
