Common use of Funding Breakage Clause in Contracts

Funding Breakage. In addition to the compensation required under Section 2.13(a) hereof, the Borrower shall indemnify each Lender against any loss or expense (including loss of margin) which such Lender has incurred as a consequence of: (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), (ii) any attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or (iii) any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee or any other amount due hereunder or under any Note. If any Lender sustains or incurs any such loss or expense it shall from time to time notify the Borrower and the Funding Agent in writing setting forth in reasonable detail the amount determined in good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower to the Funding Agent for the account of such Lender, five Business Days after such notice is given.

Funding Breakage. In addition to the compensation required under Section 2.13(a2.12(a) hereof, the Borrower shall indemnify each Lender against any loss or expense (including loss of margin) which such Lender has incurred as a consequence of: (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Euro-Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), (ii) any attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b2.12(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or (iii) any default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or the Notes, including without limitation any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee or any other amount due hereunder or under any Note. If any Lender sustains or incurs any such loss or expense it shall from time to time notify the Borrower and the Funding Agent in writing setting forth in reasonable detail the amount determined in good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower to the Funding Agent for the account of such Lender, five Business Days 20 days after such notice is given.

Funding Breakage. In addition to the compensation required under Section 2.13(a) hereof, the Borrower shall indemnify each Lender against any loss or expense (including loss of margin) which such Lender has incurred as a consequence of: (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Euro-Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), (ii) any attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or (iii) any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee or any other amount due hereunder or under any Note. If any Lender sustains or incurs any such loss or expense it shall from time to time notify the Borrower and the Funding Agent in writing setting forth in reasonable detail the amount determined in good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower to the Funding Agent for the account of such Lender, five Business Days after such notice is given.

Funding Breakage. In addition to the compensation required under Section 2.13(a2.14(a) hereof, the Borrower shall indemnify each Lender against any loss or expense (including excluding loss of margin) which such Lender has incurred as a consequence of: (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Euro-Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance prior to its maturity date (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), (ii) any attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Administrative Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b2.14(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or (iii) any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee interest or any other amount due hereunder or under any NoteNote relating to a Euro-Rate Loan or a CD Rate Loan. If any Lender sustains or incurs any such loss or expense it shall from time to time promptly notify the Borrower and the Funding Administrative Agent in writing setting forth in reasonable detail the amount determined in good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower to the Funding Administrative Agent for the account of such Lender, five Business Days after such notice is given.

Funding Breakage. In addition to the compensation required under Section 2.13(a2.14(a) hereof, the Borrower shall indemnify each Lender against any loss or expense (including excluding loss of margin) which such Lender has incurred as a consequence of: : (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Euro-Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance prior to its maturity date (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), , (ii) any attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Administrative Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b2.14(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or or (iii) any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee interest or any other amount due hereunder or under any NoteNote relating to a Euro-Rate Loan or a CD Rate Loan. If any Lender sustains or incurs any such loss or expense it shall from time to time promptly notify the Borrower and the Funding Administrative Agent in writing setting forth in reasonable detail the amount determined in good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to 38 47 indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower to the Funding Administrative Agent for the account of such Lender, five Business Days after such notice is given.

Funding Breakage. In addition to the compensation required under Section 2.13(a2.14(a) hereof, the each Borrower shall shall, jointly and severally, indemnify each Lender against any loss or expense (including excluding loss of margin) which such Lender has incurred as a consequence of: (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Euro-Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance prior to its maturity date (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), (ii) any attempt by the any Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Administrative Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b2.14(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or (iii) any failure of the any Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee interest or any other amount due hereunder or under any NoteNote relating to a Euro-Rate Loan or a CD Rate Loan. If any Lender sustains or incurs any such loss or expense it shall from time to time promptly notify the Borrower Company and the Funding Administrative Agent in writing setting forth in reasonable detail the amount determined in good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower Borrowers to the Funding Administrative Agent for the account of such Lender, five Business Days after such notice is given.

Funding Breakage. In addition to the compensation required under Section 2.13(a) hereof, the The Borrower shall indemnify each Lender against any loss or expense (including loss of margin) which that such Lender has incurred may sustain or incur as a consequence of: of any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any paymentamount on account of the principal of any SOFR Loan prior to the end of the Interest Period in effect therefor, prepayment or (ii) the conversion of any part of any Funding Segment of any CD Rate Portion SOFR Loan to an ABR Loan, or Euro- Rate Portion the conversion of the Loans on a day Interest Period with respect to any SOFR Loan, in each case other than on the last day of the corresponding Funding Interest Period in effect therefor, or any prepayment of any Competitive Bid Loan or any Short Term Advance (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), (ii) any attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or (iii) any failure SOFR Loan to be made by such Lender (including any SOFR Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the Borrower events referred to pay when due in this sentence being called a “Breakage Event”). In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the SOFR Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by acceleration such Lender in redeploying the funds released or otherwise) any principal, interest, commitment fee, facility fee or any other amount due hereunder or under any Notenot utilized by reason of such Breakage Event for such period. If A certificate of any Lender sustains or incurs any such loss or expense it shall from time to time notify the Borrower and the Funding Agent in writing setting forth in reasonable detail the basis for and the calculation of the amount determined in good faith by or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower (which determination with a copy to the Administrative Agent) and shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower to the Funding Agent for the account of such Lender, five Business Days after such notice is given.

Funding Breakage. In addition to the compensation required under Section 2.13(a2.14(a) hereof, the Borrower shall indemnify each Lender against any loss or expense (including excluding loss of margin) which such Lender has incurred as a consequence of: : (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Euro-Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance prior to its maturity date (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), , (ii) any attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Administrative Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b2.14(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or or (iii) any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee interest or any other amount due hereunder or under any NoteNote relating to a Euro-Rate Loan or a CD Rate Loan. If any Lender sustains or incurs any such loss or expense it shall from time to time promptly notify the Borrower and the Funding Administrative Agent in writing setting forth in reasonable detail the amount determined in 28 34 good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower to the Funding Administrative Agent for the account of such Lender, five Business Days after such notice is given.

Funding Breakage. In addition to the compensation required under Section 2.13(a2.14(a) hereof, the Borrower shall indemnify each Lender against any loss or expense (including excluding loss of margin) which such Lender has incurred as a consequence of: (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Euro-Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance prior to its maturity date (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), (ii) any attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Administrative Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b2.14(b) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or (iii) any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee interest or any other amount due hereunder or under any NoteNote relating to a Euro-Rate Loan or a CD Rate Loan. If any Lender sustains or incurs any such loss or expense it shall from time to time promptly notify the Borrower and the Funding Administrative Agent in writing setting forth in reasonable detail the amount determined in good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower to the Funding Agent for the account of such Lender, five Business Days after such notice is given.or

Funding Breakage. In addition to the compensation required under Section 2.13(a2.14(a) hereof, the each Borrower shall shall, jointly and severally, indemnify each Lender against any loss or expense (including excluding loss of margin) which such Lender has incurred as a consequence of: (i) any payment, prepayment or conversion of any part of any Funding Segment of any CD Rate Portion or Euro- Euro-Rate Portion of the Loans on a day other than the last day of the corresponding Funding Period or any prepayment of any Competitive Bid Loan or any Short Term Advance (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), (ii) any attempt by the any Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any notice stated herein to be irrevocable (the Funding Administrative Agent having in its sole discretion the options (A) to give effect to such attempted revocation provided that indemnity under this Section 2.13(b2.14(B) is obtained or (B) to treat such attempted revocation as having no force or effect, as if never made), or (iii) any failure of the any Borrower to pay when due (by acceleration or otherwise) any principal, interest, commitment fee, facility fee interest or any other amount due hereunder or under any NoteNote relating to the Euro-Rate Portion of any Loans. If any Lender sustains or incurs any such loss or expense it shall from time to time promptly notify the Borrower Company and the Funding Administrative Agent in writing setting forth in reasonable detail the amount determined in good faith by such Lender (which determination shall be conclusive absent manifest error) to be necessary to indemnify such Lender for such loss or expense. Such amount shall be due and payable by the Borrower Borrowers to the Funding Administrative Agent for the account of such Lender, five Business Days after such notice is given.