Common use of Breakage Clause in Contracts

Breakage. Each Seller agrees, jointly and severally, to indemnify the Administrative Agent and each Purchaser on demand against any loss or expense (including, but not limited to, any loss or expense sustained or incurred or to be sustained or incurred by a Purchaser in liquidating or employing deposits acquired or contracted for to effect or maintain its acquisition of its Asset Interest in Purchased Receivables or any part thereof, but excluding, for the avoidance of doubt, the loss of any anticipated profits) which the Administrative Agent or such Purchaser has sustained or incurred as a consequence of (a) the non-fulfillment of any of the conditions precedent described in Section 8.2 or otherwise or (b) a repurchase of Purchased Receivables by the Seller; provided, that no Seller shall be obligated to indemnify any Purchaser pursuant to this provision if such loss or expense is caused by such Purchaser’s failure to fund its Pro Rata Share of the applicable Payment Amount.

Breakage. Each Seller agrees, jointly and severally, to indemnify the Administrative Agent and each Purchaser on demand against any loss or expense (including, but not limited to, any loss or expense sustained or incurred or to be sustained or incurred by a Purchaser in liquidating or employing deposits acquired or contracted for to effect or maintain its acquisition of its Asset Interest in Purchased Receivables or any part thereof, but excluding, for the avoidance of doubt, the loss of any anticipated profits) which the Administrative Agent or such Purchaser has sustained or incurred as a consequence of (a) the non-fulfillment of any of the conditions precedent described in Section 8.2 8.3 or otherwise or (b) a repurchase of Purchased Receivables by the Seller; provided, that no Seller shall be obligated to indemnify any Purchaser pursuant to this provision if such loss or expense is caused by such Purchaser’s failure to fund its Pro Rata Share of the applicable Payment Amount.