Common use of Swap Breakage Clause in Contracts

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections 8.2, 8.3, 8.4, 8.7 or 8.11 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (i) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (ii) any resulting Net Gain in connection therewith shall be deducted (a) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections 8.2, 8.3, 8.4, 8.7 or 8.11 or (b) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case the Make-Whole Amount in respect of such Swapped Note may never be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, 8.3, 8.4, 8.7 Section 8.3 or 8.11 Section 10.6 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (ai) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section 8.2, 8.3, 8.4, 8.7 Section 8.3 or 8.11 Section 10.6 or (bii) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case case, the Make-Whole Amount Amount, in respect of such Swapped Note may never in no event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.Sensient Technologies Corporation Note Purchase Agreement

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, 8.3, 8.4, 8.7 Section 8.3 or 8.11 Section 10.6 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (ai) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section 8.2, 8.3, 8.4, 8.7 Section 8.3 or 8.11 Section 10.6 or (bii) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case case, the Make-Whole Amount Amount, in respect of such Swapped Note may never in no event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections 8.2Section 9.2 or Section 9.7, 8.3, 8.4, 8.7 or 8.11 or has become or is declared to be immediately due and payable pursuant to Section 12.113.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note (such amount payable herein referred to as the “Swap Reimbursement Amount”) and (iib) any resulting Net Gain in connection therewith shall be deducted (ai) from the Make-Whole Amount, if any, or and any principal or and interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections 8.2Section 9.2 or Section 9.7 at such time as no Event of Default is continuing, 8.3, 8.4, 8.7 or 8.11 or (bii) in all other circumstances from the Make-Whole Amount, if any, to be paid to the such holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1Note, provided that, in either case case, the Make-Whole Amount in respect of such Swapped Note may never not in any event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations calculation as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, Section 8.3, Section 8.4, 8.7 Section 8.5 or 8.11 Section 26(b), or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (a) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section 8.2, Section 8.3, Section 8.4, 8.7 Section 8.5, Section 12.1 or 8.11 or (b) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, 26(b); provided that, in either case the Make-Whole Amount in respect of such Swapped Note may never in no event be less than zero. Any reduction in an amount paid to any holder of a Swapped Note due to a Net Gain shall first be applied in Dollars to reduce any Make-Whole Amount payable to such holder and, to the extent necessary, shall then be applied in Euro to all other amounts owing to such holder in the following order: (i) first, to accrued interest on the principal amount of such Swapped Note to be prepaid; (ii) second, to the principal amount of such Swapped Note to be prepaid; (iii) third, to accrued interest on the principal amount of such Swapped Note not subject to the prepayment; and (iv) fourth, to the principal amount of such Swapped Note not subject to the prepayment (together with any applicable Make-Whole Amount payable in Dollars). Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars. For purposes of applying any Net Gain against amounts owing in Euro in respect of any principal or interest under any Swapped Note, the Company shall convert Dollars into Euro at the current Dollar/Euro exchange rate, as determined as of 10:00 a.m. (New York City time) on the day such Swapped Note is prepaid or is declared to be immediately due and payable as indicated on the applicable screen of Bloomberg Financial Markets and any such calculation shall be reported to the relevant holder of Swapped Notes in reasonable detail and shall be binding on such holder absent demonstrable error.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, 8.3, 8.4, 8.6 or 8.7 or 8.11 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (a1) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section 8.2, 8.3, 8.4, 8.6 or 8.7 or 8.11 or (b2) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case case, the Make-Whole Amount in respect of such Swapped Note may never in no event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections 8.2, 8.3, 8.48.1, 8.7 or 8.11 8.8 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then then: (i) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (such amount payable under this clause (i) herein referred to as the “Swap Reimbursement Amount”); and (ii) any resulting Net Gain in connection therewith shall be deducted (aA) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections 8.2, 8.3, 8.48.1, 8.7 or 8.11 8.8 or (bB) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case case, the Make-Whole Amount in respect of such Swapped Note may never not in any event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, 8.38.8 or 8.9, 8.4, 8.7 or 8.11 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (ai) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section 8.2, 8.3, 8.4, 8.7 8.8 or 8.11 8.9 or (bii) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case case, the Make-Whole Amount in respect of such Swapped Note may never not in any event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, 8.3Section 8.8, 8.4, 8.7 or 8.11 Section 8.9 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (iib) (i) any resulting Net Gain in connection therewith shall be deducted (a) from the Make-Whole Amount, if any, provided that, the Make-Whole Amount in respect of such Swapped Note may not in any event be less than zero and (ii) if after the deduction of the Net Gain from the Make-Whole Amount, such Make-Whole Amount is equal to zero and there is remaining Net Gain, such remainder shall be converted by the holder of the affected Swapped Note from Dollars to the Applicable Currency at the current Dollar/Applicable Currency Exchange Rate, as determined as of 10:00 A.M. (New York City time) on the day such Swapped Note is prepaid or accelerated as indicated on the applicable screen of Bloomberg Financial Markets (any such calculation shall be reported to the Company in reasonable detail and shall be binding on the Company absent demonstrable error) and deducted from any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections 8.2, 8.3, 8.4, 8.7 or 8.11 or (b) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 8.2, Section 8.8, or Section 8.9 or Section 12.1, provided that, in either case the Make-Whole Amount in respect of such Swapped Note may never be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Each holder of a Swapped Note shall promptly provide documentation relating to any valuation of the related Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollarsas reasonably requested by the Company (including definitive documentation relating to such Swap).

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, 8.3, 8.4, 8.6 or 8.7 or 8.11 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (a1) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section -27- 8.2, 8.3, 8.4, 8.6 or 8.7 or 8.11 or (b2) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case case, the Make-Whole Amount in respect of such Swapped Note may never in no event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. As used in this Section 8.9 with respect to any Swapped Note that is prepaid or accelerated: “Net Loss” shall mean the amount, if any, by which the Swapped Note Called Notional Amount exceeds the sum of (i) the Swapped Note Called Principal plus (or minus in the case of an amount paid) (ii) the Swap Breakage Amount received (or paid) by the holder of such Swapped Note; and “Net Gain” shall mean the amount, if any, by which the Swapped Note Called Notional Amount is exceeded by the sum of (i) the Swapped Note Called Principal plus (or minus in the case of an amount paid) (ii) the Swap Breakage Amount received (or paid) by such holder. For purposes of any determination of any “Net Loss” or “Net Gain,” the Swapped Note Called Principal shall be determined by the holder of the affected Swapped Note by converting Euros into Dollars at the current Euro/Dollar exchange rate, as determined as of 10:00 a.m. (New York City time) on the day such Swapped Note is prepaid or accelerated as indicated on the applicable screen of Bloomberg Financial Markets and any such calculation shall be reported to the Company in reasonable detail and shall be binding on the Company absent demonstrable error. As used in this Section 8.9, “Swap Breakage Amount” shall mean, with respect to the Swap Agreement associated with any Swapped Note, in determining the Net Loss or Net Gain, the amount that would be received (in which case the Swap Breakage Amount shall be positive) or paid (in which case the Swap Breakage Amount shall be negative) by the holder of such Swapped Note as if such Swap Agreement had terminated due to the occurrence of an event of default or an early termination under the ISDA 1992 Multi-Currency Cross Border Master Agreement or ISDA 2002 Master Agreement, as applicable (the “ISDA Master Agreement”); provided, however, that if such holder (or its predecessor in interest with respect to such Swapped Note) was, but is not at the time, a party to an Original Swap Agreement but is a party to a New Swap Agreement, then the Swap Breakage Amount shall mean the lesser of (a) the gain or loss (if any) which would have been received or incurred (by payment, through off-set or netting or otherwise) by the holder of such Swapped Note under the terms of the Original Swap Agreement (if any) in respect of such Swapped Note to which such holder (or any affiliate thereof) was a party (or if such holder was never a party to an Original Swap Agreement, then the last Original Swap Agreement to which the most recent predecessor in interest to such holder as a holder of a Swapped Note was a party) and which would have arisen as a result of the payment of the Swapped Note Called Principal on the Swapped Note Settlement Date and (b) the gain or loss (if any) actually received or incurred by the holder of such Swapped Note, in connection with the payment of such Swapped Note Called Principal on the Swapped Note Settlement Date, under the terms of the New Swap Agreement to which such holder (or any affiliate thereof) -28- is a party. The holder of such Swapped Note will make all calculations related to the Swap Breakage Amount in good faith and in accordance with its customary practices for calculating such amounts under the ISDA Master Agreement pursuant to which such Swap Agreement shall have been entered into and assuming for the purpose of such calculation that there are no other transactions entered into pursuant to such ISDA Master Agreement (other than such Swap Agreement). The Swap Breakage Amount, Net Gain and Net Loss Amount shall be payable in Dollars. SECTION 9.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections 8.2, 8.3, 8.4, 8.7 or 8.11 Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in U.S. Dollars within one Business Day following the receipt of a Calculation Statement by the Company upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (ai) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section 8.2, 8.3, 8.4, 8.7 or 8.11 or (bii) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case case, the Make-Whole Amount in respect of such Swapped Note may never in no event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in U.S. Dollars upon the prepayment or repayment of all or any portion of such Swapped NoteNote or such Swapped Notes becoming or being declared immediately due and payable pursuant to Section 12.1, and such calculations as reported to the Company in reasonable detail (including any quotations, market data or information from internal sources used in making such calculations and the amounts, if any, paid, payable, received or to be received by such holder under the Swap Agreement as a result of the early termination thereof) shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollarserror (the “Calculation Statement”).

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections 8.2, 8.3, 8.4, 8.7 or 8.11 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (i) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (ii) any resulting Net Gain in connection therewith shall be deducted (a) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections 8.2, 8.3, 8.4, 8.7 or 8.11 or (b) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case the Make-Whole Amount in respect of such Swapped Note may never be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.. ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, Section 8.3, 8.4, 8.7 Section 8.10 or 8.11 Section 10.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note (such amount payable herein referred to as the “Swap Reimbursement Amount”) and (iib) any resulting Net Gain in connection therewith shall be deducted (a) from the Make-Whole Amount, if any, or and the remaining balance, if any, of such resulting Net Gain shall be deducted from any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections 8.2, 8.3, 8.4, 8.7 or 8.11 or (b) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1Note, provided that, in either case the Make-Whole Amount in respect of such Swapped Note may never not in any event be less than zero. Each holder of a Swapped Note shall be responsible for calculating calculating, its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in U.S. Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as shall be reported to the Company in reasonable detail and shall be become binding on the Company upon the Company’s consent to such calculation, which consent shall not be unreasonably withheld, absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.

Swap Breakage. If any Swapped Note is prepaid pursuant to Section 8.2, Section 8.3, Section 8.4 or Section 8.8 or purchased pursuant to Sections 8.2Section 8.7, 8.3, 8.4, 8.7 or 8.11 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (ai) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section 8.2, Section 8.3, 8.4, Section 8.4 or Section 8.8 or purchased pursuant to Section 8.7 or 8.11 or (bii) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case that the Make-Whole Amount in respect of such Swapped Note may never in no event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.

Swap Breakage. If any Swapped Note is prepaid or purchased pursuant to Sections Section 8.2, 8.3Section 8.7, 8.4, 8.7 Section 8.8 or 8.11 Section 8.10 or has become or is declared to be immediately due and payable pursuant to Section 12.1, then (ia) any resulting Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the Company or the Parent Issuer, as applicable, in U.S. Dollars upon any such prepayment or repayment of such Swapped Note and (iib) any resulting Net Gain in connection therewith shall be deducted (ai) from the Make-Whole Amount, if any, or any principal or interest to be paid to the holder of such Swapped Note by the Company or Parent Issuer, as applicable, upon any such prepayment or repayment of such Swapped Note pursuant to Sections Section 8.2, 8.3Section 8.7, 8.4, 8.7 Section 8.8 or 8.11 Section 8.10 or (bii) from the Make-Whole Amount, if any, to be paid to the holder of such Swapped Note by the Company or the Parent Issuer, as applicable, upon any such repayment of such Swapped Note pursuant to Section 12.1, provided that, in either case case, neither the Make-Whole Amount in respect of such Swapped Note may never in any event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may be, and Swap Breakage Amount in U.S. Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations as reported to the Company or the Parent Issuer, as applicable, in reasonable detail shall be binding on the Company or the Parent Issuer, as applicable, absent demonstrable error. The Swap Breakage Amount, Net Gain and Net Loss shall be payable in Dollars.