Common use of Breakage Cost Indemnity Clause in Contracts

Breakage Cost Indemnity. The Company agrees to indemnify each holder of Notes for, and promptly to pay to each such holder upon the written request of such holder, any amounts required to compensate such holder for any reasonable losses, costs or expenses sustained or incurred by such holder arising out of: (i) any event (including any acceleration of Notes in accordance with Section 12.1 and any prepayment of Notes pursuant to Section 8.2, 8.3, 8.5, 8.8 or 10.5(b)) which results in: (A) such holder receiving any amount on account of the principal of any Note prior to the end of the Interest Period in effect therefor, or (B) the conversion of any LIBOR-Based Note to a Prime Rate Note other than on the last day of the Interest Period in effect therefor, or (ii) the failure by the Company to pay any amount in respect of a payment or prepayment required to be made hereunder on the date due in respect of any LIBOR-Based Note, including, without limitation, any reasonable loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such holder to fund or maintain such LIBOR-Based Notes. A certificate of any such holder of Notes setting forth, in reasonable detail, the calculations of any amount or amounts which such holder is entitled to receive pursuant to this Section 8.10(b) and the basis therefor, shall be delivered by such holder to the Company no later than ten (10) Business Days after the occurrence of any event set forth in clause (i) or (ii) above and shall be prima facie evidence of such amount absent manifest error unless the Company notifies such holder in writing to the contrary within 30 days after such certificate is delivered to the Company. The provisions of this Section 8.10(b) shall remain operative and in full force and effect regardless of prepayment of the Notes, the consummation of the transactions contemplated hereby, the repayment of any Notes, the invalidity or unenforceability of any other term or provision of this Agreement or the Notes or any investigation made by or on behalf of any such holder.

Breakage Cost Indemnity. (i) The Company agrees to indemnify each holder of Floating Rate Shelf Notes for, and to pay promptly to pay to each such holder upon the written request of such holderrequest, any amounts required to compensate such holder on an after-tax basis for any reasonable losseslosses (including lost profits or margin), costs or expenses sustained or incurred by such holder arising out of: as a consequence of (ia) any event (including any prepayment of Floating Rate Shelf Notes as contemplated by paragraphs 4B or 4C or any acceleration of Floating Rate Shelf Notes in accordance with Section 12.1 and any prepayment of Notes pursuant to Section 8.2, 8.3, 8.5, 8.8 or 10.5(b)paragraph 7A) which results in: in (Ax) such holder receiving any amount on account of the principal of any Note LIBOR Loan prior to the end of the Interest Period in effect therefortherefore, or (By) the conversion of any LIBOR-Based Note a LIBOR Loan to a Prime Base Rate Note Loan other than on the last first day of the Interest Period in effect therefortherefore, oror (z) the closing of the purchase and sale of any Floating Rate Shelf Note beyond the original Closing Day specified in the applicable Request for Purchase, or (b) any default in the making of any payment or prepayment of principal required to be made in respect of a LIBOR Loan (such amount being the “Breakage Cost Obligations”). (ii) the failure by the Company to pay any amount in respect of a payment or prepayment required to be made hereunder on the date due in respect of any LIBOR-Based Note, including, without limitation, any reasonable loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such holder to fund or maintain such LIBOR-Based Notes. A certificate of any such holder of Floating Rate Shelf Notes setting forth, in reasonable detail, the calculations of forth any amount or amounts which such holder is entitled to receive pursuant to this Section 8.10(bparagraph 2K(2) and the basis therefor, shall be delivered by such holder to the Company no later than ten (10) and shall be conclusive absent manifest error. The Company agrees to pay such holder the amount shown as due on any such certificate within five Business Days after its receipt of the occurrence of any event set forth in clause (i) or (ii) above same and shall be prima facie evidence of such amount absent manifest error unless have the Company notifies right to notify such holder in writing of the details of any alleged manifest error whereupon the Company and such holder shall in good faith endeavor to mutually resolve the contrary within 30 days after such certificate is delivered to the Company. same. (iii) The provisions of this Section 8.10(bparagraph 2K(2) shall remain operative and in full force and effect regardless of prepayment the expiration of the Notesterm of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes, the invalidity or unenforceability of any other term or provision of this Agreement or the Notes any Note, or any investigation made by or on behalf of any such holderholder of any Note.

Breakage Cost Indemnity. (i) The Company agrees to indemnify each holder of Floating Rate Notes for, and to pay promptly to pay to each such holder upon the written request of such holderrequest, any amounts required to compensate such holder for any reasonable losses, costs or expenses sustained or incurred by such holder arising out of: (i) any event (including any acceleration of Notes in accordance with Section 12.1 and any prepayment of Notes pursuant to Section 8.2, 8.3, 8.5, 8.8 or 10.5(b)) which results in: (A) such holder receiving any amount on account of the principal of any Note prior to the end of the Interest Period in effect therefor, or (B) the conversion of any LIBOR-Based Note to a Prime Rate Note other than on the last day of the Interest Period in effect therefor, or (ii) the failure by the Company to pay any amount in respect of a payment or prepayment required to be made hereunder on the date due in respect of any LIBOR-Based Note, including, without limitation, any reasonable lossloss (including loss of anticipated profits), cost or expense sustained or incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such holder to fund or maintain any LIBOR Loan) as a consequence of (a) any event (including any prepayment of Floating Rate Notes pursuant to paragraph 4A, 4B or 4D, or any acceleration of Floating Rate Notes in accordance with paragraph 7A) which results in (I) such LIBOR-Based Notes. holder receiving any amount on account of the principal of any LIBOR Loan prior to the end of the Interest Period in effect therefor or (II) the conversion of the Interest Period, other than on the first day of the Interest Period in effect therefor, or (b) any default in the making of any payment or prepayment required to be made in respect of the Floating Rate Notes (such amount being the “Breakage Cost Obligation”). (ii) A certificate of any such holder of Floating Rate Notes setting forth, in reasonable detail, the calculations of forth any amount or amounts which such holder is entitled to receive pursuant to this Section 8.10(b) and paragraph 2C(2), together with calculations in reasonable detail reflecting the basis thereforfor such amount or amounts, shall be delivered by such holder to the Company no later than ten (10) Business Days after the occurrence of any event set forth in clause (i) or (ii) above and shall be prima facie evidence of such amount conclusive absent manifest error unless the error. The Company notifies agrees to pay such holder in writing to the contrary amount shown as due on any such certificate within 30 ten days after such certificate is delivered to its receipt of the Company. same. (iii) The provisions of this Section 8.10(bparagraph 2C(2) shall remain operative and in full force and effect regardless of prepayment the expiration of the Notesterm of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any Notesof the Loans, the invalidity or unenforceability of any other term or provision of this Agreement or the Notes any Floating Rate Note, or any investigation made by or on behalf of any such holderholder of Floating Rate Notes.