Common use of Breakage Indemnity Clause in Contracts

Breakage Indemnity. Borrower shall indemnify Lender against any Losses which Lender may actually sustain or incur in liquidating or redeploying deposits from third parties acquired to effect or maintain the Loan or any part thereof as a consequence of (a) any default by Borrower in payment of the principal of or interest on a Term SOFR Loan, an Alternate Rate Loan or a Prime Rate Loan, as applicable, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a Term SOFR Loan, an Alternate Rate Loan or a Prime Rate Loan, as applicable, hereunder, (b) any prepayment (whether voluntary or mandatory) of the Term SOFR Loan, an Alternate Rate Loan or a Prime Rate Loan, as applicable, on a day that is not the last day of an Interest Accrual Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the Term SOFR Loan, an Alternate Rate Loan or a Prime Rate Loan, as applicable, hereunder, and (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Rate Index from Term SOFR to an Alternate Rate Index or the Prime Rate Index (or any other conversion of the Interest Rate) with respect to any portion of the Loan Amount on a date other than the last day of an Interest Accrual Period; provided, however, Borrower shall not indemnify Lender from any Losses arising from Lender’s willful misconduct or gross negligence. Lender shall deliver to Borrower a statement for any such sums which it is entitled to receive pursuant to this Section 2.2.4, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.4 are in addition to Borrower’s obligations to pay any Prepayment Premium applicable to a payment or prepayment of the Outstanding Principal Balance. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

Breakage Indemnity. Borrower shall agrees to indemnify Lender against and to hold Lender harmless from any Losses loss or expense which Lender may actually sustain sustains or incur in liquidating or redeploying deposits from third parties acquired to effect or maintain the Loan or any part thereof incurs as a consequence of (ai) any default by Borrower in payment of the principal of or interest on a Term SOFR Loan, an Alternate Rate Loan or a Prime Floating Interest Rate Loan, as applicable, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to third-party lenders of funds obtained by it in order to maintain a Term SOFR Loan, an Alternate Floating Interest Rate Loan or a Prime Rate Loan, as applicable, hereunder, (bii) any prepayment (whether voluntary or mandatory) of the Term SOFR Loan, an Alternate Floating Interest Rate Loan or a Prime Rate Loan, as applicable, on a day that (A) is not a Payment Date or (B) is a Payment Date if Borrower did not give the last day prior written notice of an Interest Accrual Periodsuch prepayment required pursuant to the terms of this Agreement, including, without limitation, such actual loss or expense arising from interest or fees payable by Lender to third-party lenders of funds obtained by it in order to maintain the Term SOFR Loan, Floating Interest Rate Loan hereunder and (iii) the conversion pursuant to the terms hereof of the Floating Interest Rate Loan to the Prime Rate Loan or an Alternate Rate Loan or a Prime Rate Loan, as applicable, hereunder, and (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Rate Index from Term SOFR to an Alternate Rate Index or the Prime Rate Index (or any other conversion of the Interest Rate) with respect to any portion of the Loan Amount on a date other than the last day Payment Date, including, without limitation, such actual loss or expenses arising from interest or fees payable by Lender to third-party lenders of an funds obtained by it in order to maintain a Floating Interest Accrual PeriodRate Loan hereunder (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”); provided, however, Borrower shall not indemnify Lender from any Losses loss or expense arising from Lender’s willful misconduct or gross negligence. Lender shall deliver to Borrower a statement for any such sums which it is entitled to receive pursuant to this Section 2.2.4, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.4 are in addition to Borrower’s obligations to pay any Prepayment Premium applicable to a payment or prepayment of the Outstanding Principal Balance. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.