Common use of Breakage Cost Indemnity Clause in Contracts

Breakage Cost Indemnity. (a) The Company agrees to indemnify each holder of Floating Rate Shelf Notes for, and to pay promptly to each holder upon written request, any amounts required to compensate that holder for any losses (excluding loss of anticipated profit), costs or expenses sustained or incurred by the holder by reason of the liquidation or reemployment of deposits or other funds acquired by the holder to fund or maintain LIBOR Loans in respect of said Floating Rate Shelf Notes as a consequence of (i) 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 paragraph 7B) which results in (A) that holder receiving any amount on account of the principal of any LIBOR Loan prior to the end of the Interest Period in effect therefor, (B) the conversion of a LIBOR Loan to a Base Rate Loan other than on the first day of the Interest Period in effect therefor, or (C) the closing of the purchase and sale of any Floating Rate Shelf Note in respect of a LIBOR Loan beyond the original Closing Day specified in the applicable Request for Purchase, or (ii) 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 Obligation”). (b) A certificate of any holder of Floating Rate Shelf Notes setting forth the amount or amounts said holder is entitled to receive pursuant to this paragraph 2B(2)(b) will be delivered to the Company and will be conclusive absent manifest error. The Company agrees to pay said holder the amount shown as due on any such certificate within five Business Days after its receipt of the same. (c) The provisions of this paragraph 2B(2)(c) remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes, the invalidity or unenforceability of any term or provision of this Agreement or any Note, or any investigation made by or on behalf of any holder of any Note.

Breakage Cost Indemnity. (ai) The Company agrees Companies jointly and severally agree to indemnify each holder of Floating Rate Shelf Notes Revolving Holder for, and to pay promptly to each holder such Revolving Holder upon written request, any amounts required to compensate that holder such Revolving Holder for any losses (excluding loss of anticipated profit)losses, costs or expenses sustained or incurred by the holder such Revolving Holder (including, without limitation, any loss, cost or expense sustained or incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the holder to fund or maintain any LIBOR Loans in respect of said Floating Rate Shelf Notes Loan) as a consequence of (ia) any event (including any prepayment of Floating Revolving Notes pursuant to Section 8, any conversion from LIBOR Loans to Base Rate Shelf Notes as contemplated by paragraphs 4B or 4C Loans under Section 2.3, or any acceleration termination of Floating Rate Shelf Notes or permanent reduction in accordance with paragraph 7Bthe Revolving Commitment pursuant to Section 2.2(c), Section 8 or Section 12) which that results in (AI) that holder such Revolving Holder receiving any amount on account of the principal of any LIBOR Loan prior to the end of the Interest Period in effect therefor, therefor or (BII) in the case of any LIBOR Loan the conversion of a LIBOR Loan to a Base Rate Loan the Interest Period, other than on the first last day of the Interest Period in effect therefor, or (C) the closing of the purchase and sale of any Floating Rate Shelf Note in respect of a LIBOR Loan beyond the original Closing Day specified in the applicable Request for Purchase, or (iib) any default in the making of any payment or prepayment of principal required to be made in respect of a any LIBOR Loan Loans (such amount being the “Breakage Cost Obligation”). (bii) A certificate of any holder of Floating Rate Shelf Notes Revolving Holder setting forth the amount loss, costs or amounts said holder expenses which such Revolving Holder is entitled to receive be paid pursuant to this paragraph 2B(2)(b) will Section 2.3, together with calculations in reasonable detail reflecting the basis for such amount or amounts, shall be delivered to the Company Representative and will shall be conclusive absent manifest error. The Company agrees Companies jointly and severally agree to pay said holder such Revolving Holder the amount shown as due on any such certificate within five Business Days 10 days after its receipt of the same. (ciii) The provisions of this paragraph 2B(2)(cSection 2.3(b) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the NotesRevolving Loans, the invalidity or unenforceability of any term or provision of this Agreement or any Revolving Note, or any investigation made by or on behalf of any holder Revolving Holder. (iv) For purposes of any Notecalculating amounts payable by the Companies to the Revolving Holders under this Section 2.3(b), each Revolving Holder shall be deemed to have funded each LIBOR Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Loan was in fact so funded.

Breakage Cost Indemnity. (a) The Company Borrowers agrees to indemnify each holder of Floating Rate Shelf Notes Lender for, and promptly to pay promptly to each holder Lender upon the written requestrequest of such Lender (which request shall set forth in reasonable detail the calculation of and basis for any amount claimed by such Lender under this Section 4.9), any amounts required to compensate that holder such Lender for any losses (excluding loss of anticipated profit)losses, costs or expenses sustained or incurred by the holder such Lender (including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the holder such Lender to fund or maintain LIBOR Loans such Lender's investment in respect the Revolving Loans, but excluding loss of said Floating Rate Shelf Notes margin for the period after an applicable prepayment) as a consequence of of: (i) 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 the Revolving Loans in accordance with paragraph 7BSection 8.2 and any prepayment of the Revolving Loans pursuant to Section 4.3, 4.4 or 4.5) which that results in (A) that holder such Lender receiving any amount on account of the principal of any LIBOR Revolving Loan prior to the end of the Interest Period in effect therefor, or (Bii) the conversion of a LIBOR Loan failure by the Borrowers to a Base Rate Loan other than on the first day of the Interest Period in effect therefor, or (C) the closing of the purchase and sale of pay any Floating Rate Shelf Note amount in respect of a LIBOR Loan beyond the original Closing Day specified in the applicable Request for Purchase, or (ii) any default in the making of any payment or prepayment of principal required to be made hereunder on the date due in respect of a LIBOR Loan (such amount being the “Breakage Cost Obligation”)any Revolving Loan. (b) A certificate of any holder of Floating Rate Shelf Notes setting forth the amount or amounts said holder is entitled to receive pursuant to this paragraph 2B(2)(b) will be delivered to the Company and will be conclusive absent manifest error. The Company agrees to pay said holder the amount shown as due on any such certificate within five Business Days after its receipt of the same. (c) The provisions of this paragraph 2B(2)(c) Section 4.9 shall remain operative and in full force and effect following the final maturity of the Revolving Loans regardless of the expiration of the term of this Agreement, (i) the consummation of the transactions contemplated hereby, (ii) the repayment of any of the NotesRevolving Loans, the invalidity or unenforceability of any term or provision of this Agreement or any Note, or (iii) any investigation made by or on behalf of any holder Lender, or (iv) the payment of any NoteBreakage Cost Indemnity (except to the extent such payment fully satisfies the Borrowers' obligations under this Section 4.9).

Breakage Cost Indemnity. (ai) The Company agrees to indemnify each holder of Floating Floating-Rate Shelf Notes for, and to pay promptly to each such holder upon written request, any amounts required to compensate that such holder for any losses (excluding loss of anticipated profit)losses, costs or expenses sustained or incurred by the such holder (including, without limitation, any loss (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 the holder to fund or maintain any LIBOR Loans in respect of said Floating Rate Shelf Notes Loan) as a consequence of (ia) any event (including any prepayment of Floating Floating-Rate Shelf Notes as contemplated by paragraphs 4B pursuant to Section 8.2(b) or 4C Section 8.3, any conversion from LIBOR Loans to Prime Loans under Section 8.8(d) or any acceleration of Floating Rate Shelf Notes in accordance with paragraph 7BSection 12.1) which results in (AI) that such holder receiving any amount on account of the principal of any LIBOR Loan prior to the end of the Interest Period in effect therefor, therefor or (BII) in the case of any LIBOR Loan the conversion of a LIBOR Loan to a Base Rate Loan the Interest Period, other than on the first last day of the Interest Period in effect therefor, or (C) the closing of the purchase and sale of any Floating Rate Shelf Note in respect of a LIBOR Loan beyond the original Closing Day specified in the applicable Request for Purchase, or (iib) any default in the making of any payment or prepayment of principal required to be made in respect of a any LIBOR Loan Loans (such amount being the “Breakage Cost Obligation”). (bii) A certificate of any holder of Floating Floating-Rate Shelf Notes setting forth the any amount or amounts said which such holder is entitled to receive pursuant to this paragraph 2B(2)(b) will Section 8.8(b), together with calculations in reasonable detail reflecting the basis for such amount or amounts, shall be delivered to the Company and will shall be conclusive absent manifest error. The Company agrees to pay said such holder the amount shown as due on any such certificate within five Business Days 10 days after its receipt of the same. (ciii) The provisions of this paragraph 2B(2)(cSection 8.8(b) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the NotesLoans, the invalidity or unenforceability of any term or provision of this Agreement or any Floating-Rate Note, or any investigation made by or on behalf of any holder of any NoteFloating-Rate Notes. (iv) For purposes of calculating amounts payable by the Company to the holders of the Floating-Rate Notes under this Section 8.8(b), each holder shall be deemed to have funded each LIBOR Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Loan was in fact so funded.