LIBOR Breakage. The Borrowers shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence 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 amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar 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 Borrowers hereunder (any of the events referred to 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 Eurodollar 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 such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth in reasonable detail the basis for and the calculation of the amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrowers (with a copy to the Administrative Agent) and shall be conclusive absent manifest error.
LIBOR Breakage. (a) To induce Lenders to provide the Eurodollar Rate option on the terms provided herein, if (i) any Eurodollar Loans are repaid in whole or in part prior to the last day of any applicable Interest Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the result of acceleration, by operation of Law or otherwise); (ii) Borrower shall default in making any borrowing of, conversion into or continuation of Eurodollar Loans after Borrower has given notice requesting the same in accordance herewith (other than as a result of a default by a Lender); or (iii) Borrower shall fail to make any prepayment of a Eurodollar Loan after Borrower has given a notice thereof in accordance herewith, Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and reasonable and documented out-of-pocket expenses resulting from or arising from any of the foregoing. Such indemnification shall include any loss or expense arising from the reemployment of funds obtained by it (but excluding loss of anticipated profit) or from fees payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant Eurodollar Loan through the purchase of a deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Eurodollar Loan and having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its Eurodollar Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and all other Obligations. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written calculation of all amounts payable pursuant to this Section 2.10, and such calculation shall be binding on the parties hereto unless Borrower shall object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such objection in reasonable detail.
LIBOR Breakage. In the event of (a) any payment or prepayment (whether mandatory or optional) of a LIBOR Borrowing, or conversion of a LIBOR Borrowing to a Base Rate Borrowing, for any reason (including acceleration) on a date other than the last day of the LIBOR Period for such Borrowing; or (b) any failure by the Borrower for any reason to borrow a LIBOR Advance in the amount and on a date specified in an Interest Election Request, or to convert a Base Rate Borrowing into a LIBOR Borrowing, or continue a LIBOR Borrowing requested in an Interest Election Request or as deemed to be requested pursuant to Section 4.03 for any reason, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event, which amount shall be equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the principal amount had such event not occurred to the last day of the then current LIBOR Period for such Borrowing (or, in the case of a failure to borrow, convert or continue, the LIBOR Period that would have been applicable) at the applicable LIBOR Rate for such Advance, over (ii) the amount of interest that would have accrued on such principal amount for the period from such event at the interest rate such Lender would bid, were it to bid, as of such event for dollar deposits of a comparable amount and period from other banks in the London Interbank Market (as reasonably determined by the Administrative Agent). Upon the Borrower’s request, the Administrative Agent shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Any such statement shall be conclusive absent manifest error.
LIBOR Breakage. Concurrently with any voluntary prepayment made during the term of the Loan, if a LIBOR Rate is in effect at the time of prepayment and the prepayment occurs on a day other than the last day of the Interest Period, then, in addition to the interest otherwise due and payable (including any interest accrued at the Default Rate) and any amounts due and payable pursuant to Section 2(j), Borrower shall pay to Bank an amount equal to the positive difference, if any, between the amount of interest that would accrue at the Market Rate (as hereinafter defined) on the amount prepaid for the remainder of the applicable Interest Period and the amount of interest that would accrue for such Interest Period based the Interest Rate then in effect for such Interest Period (“LIBOR Breakage”). For the purposes hereof, “Market Rate” means the rate of interest per annum at which deposits in United States Dollars are offered by Bank's principal office in London, England, to prime banks in the London interbank market at 11:00 a.m. (London time) two (2) Business Days before the date of prepayment in an amount substantially equal to the amount prepaid and for a deposit period comparable to the remaining Interest Period, as determined by Bank, in Bank's sole and absolute discretion. No LIBOR Breakage shall be payable in connection with payment of principal due on the Maturity Date.
LIBOR Breakage. Each of the Extending Lenders hereby waives any breakage fees which may result from the prepayment of any Advance of that Extending Lender upon the Effective Date as a part of the Required Payments.
LIBOR Breakage. In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), or (B) the failure to borrow or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a LIBOR Rate Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses.
LIBOR Breakage. The Borrowers shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for the calculation of such amounts due hereunder), for all reasonable out-of-pocket losses, expenses, and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans (as defined in the Credit Agreement without giving effect to the transactions contemplated hereby) and any loss, expense, or liability sustained by such Lender in connection with the liquidation or reemployment of such funds but excluding loss of anticipated profits) which such Lender sustains if any prepayment or other principal payment of, or any conversion from a floating rate to a fixed rate of, any of its Adjusted LIBOR Rate Loans occurs on or about the Effective Date to the extent it is on any day other than the last day of an Interest Period (as defined in the Credit Agreement without giving effect to the transactions contemplated hereby) applicable to that Loan. The Borrowers shall make such payment to each such requesting Lender within five (5) Business Days of their receipt of such request from such Lender. Each Lender’s calculation of the amount due hereunder shall be presumed to be correct absent manifest error.
LIBOR Breakage. Upon the making of a Prepayment, whether such Prepayment is mandatory or optional, and upon any other payment of principal, Borrower shall simultaneously pay to Lender such amount as shall be specified by Lender as necessary to compensate Lender for all losses, expenses and liabilities that Lender may sustain as a result of Borrower's prepayment of the Loan based on the fact that the Loan is a LIBOR based loan.
LIBOR Breakage. Borrowers shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence 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 amount on account of the principal of any Loan prior to the end of the interest period in effect therefor, or (ii) any Loan to be made by such Lender not being made after notice of such Loan shall have been given by Borrowers hereunder (any of the events referred to 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 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 such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth in reasonable detail the basis for and the calculation of the amount or amounts which such Lender is entitled to receive pursuant to this Section 2.23 shall be delivered to Borrower Representative (with a copy to Administrative Agent) and shall be conclusive absent manifest error.
LIBOR Breakage. Each Revolving Credit Lender holding the Revolving Credit Loans party hereto hereby waives any requirement of the Credit Parties to pay any amounts due and owing to it pursuant to Section 5.9 of the Credit Agreement as a result of the prepayment or reallocation of Revolving Credit Loans described herein.
