Common use of Breakfunding Clause in Contracts

Breakfunding. Seller shall indemnify Buyer and hold Buyer harmless from any loss, cost or expense (including reasonable legal fees and expenses) which Buyer may sustain or incur arising from (a) the failure by Seller to terminate any Transaction after Seller has given a notice of termination pursuant to Section 3.04, (b) any payment to Buyer on account of the outstanding Repurchase Price, including a payment made pursuant to Section 3.04 but excluding a payment made pursuant to Section 5.02, on any day other than a Remittance Date (based on the assumption that Buyer funded its commitment with respect to the Transaction in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods that Buyer deems appropriate and practical and Buyer shall provide Seller with the underlying calculation and methodology used for such attribution or averaging), (c) any failure by Seller to sell Eligible Assets to Buyer after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Assets in accordance with this Agreement, or (d) any conversion of the Pricing Rate to the Alternative Rate because the LIBO Rate is not available for any reason on a day that is not the last day of the then current Pricing Period. Notwithstanding the foregoing, in no event shall any amounts be payable under this Section 12.03 in connection with any permissible repurchase by Seller of a Purchased Asset from Buyer.

Breakfunding. Upon demand of Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any actual loss, cost or expense (including reasonable legal fees and expenses, but excluding any anticipated profit) which Buyer may sustain or incur arising from (a) the failure by Seller to terminate any Transaction after Seller has given a notice of termination pursuant to Section 3.04, (b) any payment to Buyer on account of the outstanding Repurchase Price, including a payment made pursuant to Section 3.04 but excluding a payment made pursuant to Section 5.02, on any day other than a Remittance Date (based on the assumption that Buyer funded its commitment with respect to the Transaction in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods that Buyer deems appropriate and practical and Buyer shall provide Seller with the underlying calculation and methodology used for such attribution or averagingpractical), (c) any failure by Seller to sell Eligible Assets to Buyer after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Assets in accordance with this Agreement, or (d) any conversion redetermination of the Pricing Rate to the Alternative based on a Benchmark Replacement or Rate because the LIBO Rate is not available Conversion for any reason on a day that is not the last day of the then then-current Pricing Period. Notwithstanding .” (k) Exhibit B and Exhibit J of the foregoingRepurchase Agreement are hereby amended and restated in their entireties with Exhibit B and Exhibit J hereto, in no event shall any amounts be payable under this Section 12.03 in connection with any permissible repurchase by Seller of a Purchased Asset from Buyerrespectively.

Breakfunding. Seller Upon demand of Buyer, Sellers shall indemnify Buyer and hold Buyer harmless from any actual loss, cost or expense (including reasonable legal fees and expenses, but excluding any anticipated profit) which Buyer may sustain or incur arising from (a) the failure by Seller Sellers to terminate any Transaction after Seller has Sellers have given a notice of termination pursuant to Section 3.043.05, (b) any payment to Buyer on account of the outstanding Repurchase Price, including a payment made pursuant to Section 3.04 3.05 but excluding a payment made pursuant to Section 5.02, on any day other than a Remittance Date (based on the - 85- assumption that Buyer funded its commitment with respect to the Transaction in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods that Buyer deems appropriate and practical and Buyer shall provide Seller with the underlying calculation and methodology used for such attribution or averagingpractical), (c) any failure by Seller Sellers to sell Eligible Assets to Buyer after Seller has Sellers have notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Assets in accordance with this Agreement, or (d) any conversion redetermination of the Pricing Rate to the Alternative based on a Benchmark Replacement or Rate because the LIBO Rate is not available Conversion for any reason on a day that is not the last day of the then then-current Pricing Period. Notwithstanding the foregoing, in no event shall any amounts be payable under this Section 12.03 in connection with any permissible repurchase by Seller of a Purchased Asset from Buyer.

Breakfunding. Seller shall indemnify Buyer and hold Buyer harmless from any loss, cost or expense (including reasonable legal fees and expenses) which Buyer may sustain or incur arising from (a) the failure by Seller to terminate any Transaction after Seller has given a notice of termination pursuant to Section 3.04, (b) any payment to Buyer on account of the outstanding Repurchase Price, including a payment made pursuant to Section 3.04 but excluding a payment made pursuant to Section 5.02, on any day other than a Remittance Date (based on the assumption that Buyer funded its commitment with respect to the Transaction in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods that Buyer deems appropriate and practical and Buyer shall provide Seller with the underlying calculation and methodology used for such attribution or averaging), (c) any failure by Seller to sell Eligible Assets to Buyer after Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such Eligible Assets in accordance with this Agreement, or (d) any conversion redetermination of the Pricing Rate to the Alternative Rate because the LIBO Rate is not available based on a Benchmark Replacement for any reason on a day that is not the last day of the then current Pricing Period. Notwithstanding the foregoing, in no event shall any amounts be payable under this Section 12.03 in connection with any permissible repurchase by Seller of a Purchased Asset from Buyer.”