Common use of Broken Funding Clause in Contracts

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three (3) Business Days after receipt of notice thereof.

Broken Funding. In the event of (ia) the payment of any principal of any Funding Eurodollar Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment of a Funding Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (iic) any failure to borrow, convert, continue or prepay any Funding Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Transferor shall compensate the applicable Purchaser Committed Purchasers for the loss, cost and expense actually incurred by such Committed Purchasers attributable to such event. Such loss, cost or expense to any such Committed Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Committed Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest Discount which would have accrued on the principal amount of such Funding Eurodollar Tranche had such event not occurred, at the interest rate Eurodollar Rate that would have been applicable to such Funding Eurodollar Tranche, for the period from the date of such event to the last day of the applicable Fixed Eurodollar Tranche Period (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the related Fixed Eurodollar Tranche Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an accrue on such principal amount of funds equal to such Funding Tranche for such period at the interest rate which such Committed Purchaser would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank Eurodollar market. A certificate of Within forty-five (45) days after any Committed Purchaser incurring any loss, cost or expense as a result hereunder receives actual knowledge of any of the events specified in this Section 2.08 and 2.16, a certificate of such Committed Purchaser setting forth any amount or amounts that such Committed Purchaser is entitled to receive pursuant to this Section 2.08 2.16 and the reasons reason(s) therefor shall be delivered to the Issuer by Transferor (with a copy to the Funding Agent and shall include reasonably detailed calculations Administrative Agent) and shall be conclusive absent manifest error. The Issuer Transferor shall pay to the related Funding Agent on behalf of each such Committed Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days within ten (10) days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Alternate Reference Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Pay Out Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue borrow or prepay any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Alternate Reference Rate) on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser Affected Party for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser Affected Party shall be deemed to include an amount (the “"Breakage Amount”") determined by such Purchaser Affected Party (or the Administrator with respect to Three Pillars or the Funding AgentAgent with respect to PARCO or the Committed Purchaser, as applicable) to be the excess, if any, of (i) the amount of interest which would have accrued on the portion of the principal amount of such Funding Tranche prepaid or to be borrowed or prepaid had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such portion of such Funding Tranche for such period. A certificate of any Purchaser Affected Party incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 2.8 and setting forth any amount or amounts that such Purchaser the Affected Party is entitled to receive pursuant to this Section 2.08 2.8 and the reasons reason(s) therefor shall be delivered to the Issuer by the Administrator or the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Administrator or the Funding Agent Agent, as applicable, on behalf of each such Purchaser Affected Party the amount shown as due on any such certificate on the first Settlement Payment Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of that (ia) the payment of any principal of any Funding Eurodollar Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) made other than on the last day of the Fixed Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment by the Transferor of a Funding Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche is made by the Transferor other than on the last day of the related Eurodollar Tranche Period, or (iic) any failure the Transferor fails to borrow, convert, continue or prepay any Funding Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Transferor shall compensate the applicable Purchaser Committed Purchasers for the loss, cost and expense actually incurred by such Committed Purchasers attributable to such event. Such loss, cost or expense to any such Committed Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Committed Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest Discount which would have accrued on the principal amount of such Funding Eurodollar Tranche had such event not occurred, at the interest rate Eurodollar Rate that would have been applicable to such Funding Eurodollar Tranche, for the period from the date of such event to the last day of the applicable Fixed Eurodollar Tranche Period (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the related Fixed Eurodollar Tranche Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an accrue on such principal amount of funds equal to such Funding Tranche for such period at the interest rate which such Committed Purchaser would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank Eurodollar market. A certificate of Within forty-five (45) days after any Committed Purchaser incurring any loss, cost or expense as a result hereunder receives actual knowledge of any of the events specified in this Section 2.08 and 2.16, a certificate of such Committed Purchaser setting forth any amount or amounts that such Committed Purchaser is entitled to receive pursuant to this Section 2.08 2.16 and the reasons reason(s) therefor shall be delivered to the Issuer by Transferor (with a copy to the Funding Agent and shall include reasonably detailed calculations Administrative Agent) and shall be conclusive absent manifest error. The Issuer Transferor shall pay to the related Funding Agent on behalf of each such Committed Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days within ten (10) days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base RateRate Tranche) other than on the last day of the Fixed Period Settlement Date applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment payment in respect of a Funding Tranchereduction of the Capital of a Tranche pursuant to Section 1.7(f) or (g)), or (ii) any failure to borrow, continue or prepay reduce any Funding Tranche (other than a Base Rate Tranche) on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Seller shall compensate pay to the applicable Purchaser Purchasers for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “"Breakage Amount”") determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest Discount which would have accrued on the principal amount Tranche Amount of such Funding Tranche had such event not occurred, at the interest rate Tranche Rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Interest Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Interest Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche Amount for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 1.14 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 1.l4 and the reasons reason(s) therefor shall be delivered to the Issuer Seller by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer Seller shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days within ten (10) days after receipt of notice thereof.

Broken Funding. In the event of (ia) in the case of a Conduit Lender, a sale of the portion of the Facility Outstanding Principal held by such Conduit Lender to its related Committed Lenders, (b) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) Loan other than on the last day of the Fixed Funding Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment of a Loan), (c) the conversion of any Loan other than on the last day of the related Funding Tranche)Period, or (iid) any failure to borrow, convert, continue or prepay any Funding Tranche Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Borrower shall compensate the applicable Purchaser Lenders, without duplication, for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser Lender shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) Lender to be the excess, if any, of (i) the amount of interest Yield which would have accrued on the outstanding principal amount of such Funding Tranche Loan had such event not occurred, at the interest rate Yield Rate that would have been applicable to such Funding TrancheLoan, for the period from the date of such event to the last day of the applicable Fixed related Funding Period (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the related Fixed Funding Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an accrue on such principal amount of funds equal to such Funding Tranche for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. A certificate of Within ten (10) days after any Purchaser incurring any loss, cost or expense as a result Lender hereunder receives actual knowledge of any of the events specified in this Section 2.08 and 2.14, a certificate of such Lender setting forth any amount or amounts that such Purchaser Lender is entitled to receive pursuant to this Section 2.08 2.14 and the reasons reason(s) therefor shall be delivered to the Issuer by Borrower (with a copy to the Funding Facility Agent and shall include reasonably detailed calculations the related Group Agent) and shall be conclusive absent manifest error. The Issuer Borrower shall pay to the related Funding Agent on behalf of each such Purchaser Lender the amount shown as due on any such certificate on the first next succeeding Settlement Date which is not less than three Business Days after following receipt thereof. Each Lender hereby agrees to take all commercially reasonable action necessary to mitigate the amount of notice thereofany costs incurred pursuant to this Section 2.14.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Pay Out Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) on the date specified in any notice delivered pursuant hereto, then, in any such event, ; the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such the Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such the Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any the Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 2.7 and setting forth any amount or amounts that such the Purchaser is entitled to receive pursuant to this Section 2.08 2.7 and the reasons reason(s) therefor shall be delivered to the Issuer by the Funding Agent Purchaser and shall include reasonably detailed calculations and shall be deemed conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Payment Date which is not less than three (3) Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue increase or prepay any Funding Tranche Facility Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Borrower shall compensate the applicable Purchaser Lender for the loss, cost and expense attributable to such Lender and event. Such loss, cost or expense to any such Purchaser each Lender shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the portion of the principal amount of the Facility Loans of such Funding Tranche Lender prepaid or to be funded or prepaid had such event not occurred, at the interest rate that would have been applicable to such Funding TrancheClass A Loan Rate or the Class B Loan Rate, as applicable, for the period from the date of such event to the last day of the applicable Fixed Interest Period (or, in the case of a failure to borrow borrow, for the period that would have been the related Fixed Interest Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche portion of the Facility Loans of such Lender for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and Lender setting forth any amount or amounts that such Purchaser Lender is entitled to receive pursuant to this Section 2.08 2.5 and the reasons reason(s) therefor shall be delivered to the Issuer Borrower by the Funding Agent such Lender and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer Borrower shall pay to the related Funding Agent on behalf of each such Purchaser Lender the amount shown as due on any such certificate of such Lender on the first Settlement Payment Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Alternate Reference Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Pay Out Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue borrow or prepay any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Alternate Reference Rate) on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser Affected Party for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser Affected Party shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser Affected Party (or the Administrator with respect to Three Pillars or the Funding AgentAgent with respect to PARCO or the Committed Purchaser, as applicable) to be the excess, if any, of (i) the amount of interest which would have accrued on the portion of the principal amount of such Funding Tranche prepaid or to be borrowed or prepaid had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such portion of such Funding Tranche for such period. A certificate of any Purchaser Affected Party incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 2.8 and setting forth any amount or amounts that such Purchaser the Affected Party is entitled to receive pursuant to this Section 2.08 2.8 and the reasons reason(s) therefor shall be delivered to the Issuer by the Administrator or the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Administrator or the Funding Agent Agent, as applicable, on behalf of each such Purchaser Affected Party the amount shown as due on any such certificate on the first Settlement Payment Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid commencement of the Series 2004-2 Amortization Commencement Date Period or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons reason(s) therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Payment Date which is not less than three Business Days after receipt of notice thereof.