Common use of Breakage Clause in Contracts

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) or (ii) as a result of a payment or Conversion pursuant to Section 2.07, 2.09 or 2.11, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion. Such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day of the then current Interest Period therefor, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excess.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Contract Rate Advance Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(e), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Parent Borrower pursuant to Section 8.07(a) 10.07(a), or (ii) as a result of a if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than an Index Rate Loan on the date or in the amount notified by such Loan Party , the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Contract Rate Advance Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(d), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Parent Borrower pursuant to Section 8.07(a) 10.07(a), or (ii) as a result of a if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than an Index Rate Loan on the date or in the amount notified by such Loan Party , the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(d), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Lead Borrower pursuant to Section 8.07(aSections 10.07(h) or (ii) as a result of a 10.12, or if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Loan Party, the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(d), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Parent Borrower pursuant to Section 8.07(a) 10.07(a), or (ii) as a result of a if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Advance other than an Index Rate Loan on the date or in the amount notified by such Loan Party , the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(d), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Borrower Company pursuant to Section 8.07(a) 10.07(a), or (ii) as a result of a if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than a Base Rate Advance on the date or in the amount notified by such Loan Party , the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Contract Rate Advance Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(e), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Parent Borrower pursuant to Section 8.07(a) 10.07(a), or (ii) as a result of a if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account failure of such Lender to make an Advance) to borrow, continue or convert any amounts required to compensate such Lender for any additional losses, costs Loan other than an Index Rate Loan on the date or expenses that it may reasonably incur as a result of such payment or Conversion. Such loss, cost or expense to any Lender shall be deemed to be in the amount determined notified by such Lender to be Loan Party , the excessapplicable Loan Party shall, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day of the then current Interest Period therefor, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excess.upon

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance Term SOFR Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09, 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Lead Borrower pursuant to Section 8.07(aSections 10.07(h) or (ii) as a result of a 10.12, or if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Loan Party, the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance RateTerm SOFR Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07Sections 2.09(d), 2.09 or 2.112.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 8.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the an Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 10.07 as a result of a demand by the Lead Borrower pursuant to Section 8.07(aSections 10.07(h) or (ii) as a result of a 10.12, or if any Loan Party fails for any reason to make any payment or Conversion prepayment of an Advance for which a notice of prepayment was given or that is otherwise required to be made, whether pursuant to Section 2.07Sections 2.06, 2.09 2.10, 8.01 or 2.11otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Loan Party, the Borrower applicable Loan Party shall, upon written demand by such any Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that which it may reasonably incur as a result of such payment or Conversion. Such lossConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense to any Lender shall be deemed to be the amount determined incurred by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such event to the last day reason of the then current Interest Period therefor, over (ii) the amount liquidation or reemployment of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased funds acquired by any Lender in the case of a Conversion to fund or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy maintain such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excessAdvance.

Breakage. If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance SOFR Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such AdvanceAdvance (including as a result of an Event of Default), as a result of a payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, acceleration of the maturity of the Advances Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) 8.07 or (ii) as a result of a payment or Conversion pursuant to Section 2.072.08, 2.09 2.10 or 2.112.12, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Eurocurrency Rate Advance Loan had such event not occurred, at the Eurocurrency Rate Term SOFR that would have been applicable to such Eurocurrency Rate AdvanceLoan, for the period from the date of such event to the last day of the then current Interest Period therefortherefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency marketcomparable markets. If the amount A certificate of the Committed Currency purchased by any Lender in the case of a Conversion setting forth any amount or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, amounts that such Lender agrees is entitled to remit receive pursuant to this Section 8.04(f) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such excessLender the amount shown as due on any such certificate within 10 days after receipt thereof.