Common use of Breakage Indemnity Clause in Contracts

Breakage Indemnity. Borrower shall indemnify Lender against any loss or expense 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 (i) any payment or prepayment of the Loan or any portion thereof made on a date other than a Monthly Payment Date (unless interest is paid by the Borrower on such payment through the end of the applicable Interest Period) and (ii) any default in payment or prepayment of the Principal or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise) (collectively, “Breakage Costs”), provided, Borrower shall not indemnify Lender from any 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 2.2.5, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.5 are in addition to Borrower’s obligations to pay any Spread Maintenance Premium applicable to a payment or prepayment of the Loan.

Breakage Indemnity. Borrower shall indemnify Lender against any loss or expense 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 (i) any payment or prepayment of the Loan or any portion thereof made on a date other than a Monthly Payment Date (unless interest is paid by the Borrower on such payment through the end of the applicable Interest Period) and (ii) any default in payment or prepayment of the Principal or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise) (collectively, “Breakage Costs”), provided, Borrower shall not indemnify Lender from any 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 2.2.5, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.5 are in addition to Borrower’s obligations to pay any Spread Maintenance Premium applicable to a payment or prepayment of the Loan.

Breakage Indemnity. Borrower shall indemnify Lender against any loss or expense 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 (i) any payment or prepayment of the Loan or any portion thereof made on a date other than a Monthly Payment Date (unless interest is paid by the Borrower on such payment through the end other than a mandatory prepayment of the applicable Interest PeriodLoan by Borrower under Sections 2.08(a) or 2.08(b), except to the extent that the Underlying Borrower is paying Underlying Prepayment Consideration in connection with the related prepayment of the Underlying Loan) and (ii) any default in payment or prepayment of the Principal principal of the Loan or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise) (collectively, “Breakage Costs”), ; provided, Borrower however, that any amounts due to Lender pursuant to this Section 2.10 shall be offset by, and not indemnify in addition to, any Underlying Prepayment Consideration received by Lender from any loss or expense arising from Lender’s willful misconduct or gross negligencepursuant to Section 3.04 that are attributable to breakage fees paid by the Underlying Borrower. Lender shall deliver to Borrower a statement for any such sums which it is entitled to receive pursuant to this Section 2.2.52.11, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.5 2.11 are in addition to Borrower’s obligations to pay any Spread Maintenance Premium Prepayment Consideration which may be applicable to a payment or such prepayment under Section 2.05. Any amounts paid from Borrower to Lender under the second (2nd) sentence of the LoanSection 2.06 will be applied to amounts due from Borrower under this Section 2.11.

Breakage Indemnity. Borrower shall indemnify Lender against any loss or expense 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 (i) any payment or prepayment of the Loan or any portion thereof made on a date other than a Monthly Payment Date (unless interest is paid by the Borrower on such payment through the end of the applicable Interest Period) and (ii) any default in payment or prepayment of the Principal or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise) (collectively, “Breakage Costs”), provided, Borrower shall not indemnify Lender from any 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 2.2.5, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.5 are in addition to Borrower’s obligations to pay any Spread Maintenance Premium applicable to a payment or prepayment of the Loan.

Breakage Indemnity. Borrower shall indemnify Lender against any reasonable, documented, out‑of‑pocket loss or expense (other than consequential or punitive damages) 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 (ia) any payment or prepayment of the Loan or any portion thereof made on a date other than a Monthly Payment Date and (unless interest is paid by the Borrower on such b) any Event of Default or failure to comply with prepayment procedures with respect to any payment through the end or prepayment, as applicable, of the applicable Interest Period) and (ii) any default in payment or prepayment of the Outstanding Principal Balance or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise) (collectively, “Breakage Costs”); provided, providedhowever, Borrower shall not be required to indemnify Lender from against any loss or expense to the extent arising from Lender’s willful misconduct or misconduct, gross negligence, fraud, criminal acts, bad faith or material breach by Lender of the Loan Documents. Lender shall deliver to Borrower a statement for any such sums which it is entitled to receive pursuant to this Section 2.2.52.2.6, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.5 2.2.6 are in addition to Borrower’s obligations to pay any Spread Maintenance Prepayment Premium applicable to a payment or prepayment of the Loan.. USActive 36631986.12 -50-

Breakage Indemnity. Borrower Borrowers shall indemnify Lender against any loss or expense 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 (i) any payment or prepayment of the Loan or any portion thereof made on a date other than a Monthly Payment Date, (ii) any payment or prepayment of the Loan or any portion thereof made on a date that is a Payment Date if Borrowers did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement and/or (unless interest is paid by the Borrower on such payment through the end of the applicable Interest Period) and (iiiii) any default in payment or prepayment of the Principal or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise) (collectively, “"Breakage Costs”"), provided, Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence. Lender shall deliver to Borrower Borrowers a statement for any such sums which it is entitled to receive pursuant to this Section 2.2.52.2.6, which statement shall be binding and conclusive absent manifest error. Borrower’s Borrowers' obligations under this Section 2.2.5 2.2.6 are in addition to Borrower’s Borrowers' obligations to pay any Exit Fee and Spread Maintenance Premium applicable to a payment or prepayment of Principal and shall survive the Loanpayment of the Debt.

Breakage Indemnity. With respect to a payment or prepayment of the Loan or any portion thereof on or after the Yield Maintenance Date only, Borrower shall indemnify Lender against any loss or expense 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 (i) any payment or prepayment of the Loan or any portion thereof made on a date other than a Monthly Payment Date (unless interest is paid by the Borrower on such payment through the end of the applicable Interest Period) and (ii) any default in payment or prepayment of the Principal principal or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise) (collectively, “Breakage Costs”), provided, Borrower shall not indemnify Lender from any 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 2.2.5, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.5 are in addition to Borrower’s obligations to pay any Spread Yield Maintenance Premium applicable to a payment or prepayment of the Loan.

Breakage Indemnity. Borrower shall indemnify Lender against any loss or expense 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 (i) any payment or prepayment of the Loan or any portion thereof made on a date other than a Monthly Payment Date, (ii) any payment or prepayment of the Loan or any portion thereof made on a date that is a Payment Date if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, (unless interest is paid by the Borrower on such payment through the end of the applicable Interest Period) and (iiiii) any default in payment or prepayment of the Principal or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise) and/or (collectively, “Breakage Costs”), provided, Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligenceiv) the occurrence of a Prime Rate Period. Lender shall deliver to Borrower a statement for any such sums which it is entitled to receive pursuant to this Section 2.2.52.2.6, which statement shall be binding and conclusive absent manifest error. Borrower’s obligations under this Section 2.2.5 2.2.6 are in addition to Borrower’s obligations to pay any Exit Fee and Spread Maintenance Premium applicable to a payment or prepayment of Principal and shall survive the Loanpayment of the Debt.