Common use of Swap Breakage Clause in Contracts

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 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 (each a “Swap Unwind Event”), then upon any such Swap Unwind Event (i) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (ii) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company by the holder of such Swapped Note in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars or Canadian Dollars, as applicable, in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed between the Company and the holder of a Swapped Note) promptly, but no longer than two Business Days following such Swap Unwind Event, be reported to the Company in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company absent demonstrable error.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 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 (each a “Swap Unwind Event”), then upon any such Swap Unwind Event (i) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR such Issuer in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (ii) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company by the holder of such Swapped Note in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars or Canadian Dollars, as applicable, in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed between the Company and the holder of a Swapped Note) promptly, but no longer than two Business Days following such Swap Unwind Event, be reported to the Company in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company absent demonstrable error.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 8.2, 8.3, 8.4, 8.7 8.5, 8.8 or 8.11 8.12 or has become or is declared to be immediately due and payable pursuant to Section 12.1 (each each, a “Swap Unwind Event”), then upon any such Swap Unwind Event (i) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer Company in US U.S. Dollars or Canadian Dollars, as applicable, no later than five (5) Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (ii) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company by the holder of such Swapped Note in US U.S. Dollars or Canadian Dollars, as applicable, no later than five (5) Business Days after the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable Amount (if any), ) due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed to between the Company and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US U.S. Dollars or Canadian Dollars, as applicable, in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed to between the Company and the holder of a Swapped Note) promptly, but no longer than two (2) Business Days following such Swap Unwind Event, be reported to the Company in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company absent demonstrable error.. Atlantica Yield plc Note Purchase Agreement

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 8.2, 8.3, 8.4, 8.7 or 8.11 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 (each a “Swap Unwind Event”)12.1, then upon any such Swap Unwind Event (ia) any resulting Swap Breakage Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer Company in US U.S. Dollars upon any such prepayment or Canadian Dollars, repayment of such Swapped Note (such amount payable herein referred to as applicable, no later than five Business Days after the date such holder has delivered the “Swap Breakage Amount Notice with respect to such Swap Unwind Event Reimbursement Amount”) and (iib) any resulting Swap Breakage Net Gain in connection therewith shall be forwarded deducted (i) from the Make-Whole Amount, if any, or any principal or interest to the Company by be paid to the holder of such Swapped Note in US Dollars by the Company upon any such prepayment of such Swapped Note pursuant to Section 8.2 or Canadian Dollars, as applicable, no later than five Business Days after (ii) from the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company and be paid to the holder of a such Swapped NoteNote 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 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 US U.S. Dollars upon the prepayment or Canadian Dollars, as applicable, in connection with repayment of all or any Swap Unwind Eventportion of such Swapped Note, and such calculations shall (unless alternative arrangements are otherwise agreed between as reported to the Company and in reasonable detail shall be binding on the Company absent demonstrable error (subject to compliance by the relevant holder with the requirements of the second succeeding paragraph with respect to its calculation of the Swap Breakage Amount). Any Net Gain in excess of the Make-Whole Amount to be applied to principal or interest pursuant to clause (b)(i) of this Section 8.7 shall be (a) converted by the holder of a the affected Swapped NoteNote from U.S. Dollars to Japanese Yen at the Japanese Yen/U.S. Dollar exchange rate, as determined as of 10:00 A.M. (New York City time) promptly, but no longer than two Business Days following on the day such Swap Unwind Event, Swapped Note is prepaid as indicated on the applicable screen of Bloomberg Financial Markets and any such calculation shall be reported to the Company in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company absent demonstrable error, and (b) applied in the following order of priority: (i) first, to any accrued and unpaid interest due on the day such Swapped Note is prepaid or repaid, (ii) second, to any principal due on the day such Swapped Note is prepaid or repaid, (iii) third, to any accrued interest on the principal amount outstanding after giving effect to any such prepayment, and (iv) fourth, to any principal outstanding after giving effect to any such prepayment.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 8.29.2 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 12.1 (each a “Swap Unwind Event”)13.1, then upon any such Swap Unwind Event (ia) any resulting Swap Breakage Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer Company in US Dollars upon any such prepayment or Canadian Dollars, repayment of such Swapped Note (such amount payable herein referred to as applicable, no later than five Business Days after the date such holder has delivered the “Swap Breakage Amount Notice with respect to such Swap Unwind Event Reimbursement Amount”) and (iib) any resulting Swap Breakage Net Gain in connection therewith shall be forwarded deducted (i) from the Make-Whole Amount, if any, and any principal and interest to the Company by be paid to the holder of such Swapped Note by the Company upon any such prepayment or repayment of such Swapped Note pursuant to Section 9.2 or Section 9.7 at such time as no Event of Default is continuing, or (ii) in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after all other circumstances from the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), due hereunder with respect to be paid to such Swap Unwind Eventholder of such Swapped Note by the Company upon any such repayment of such Swapped Note, provided that, in each case unless alternative arrangements are otherwise agreed between either case, the Company and the holder Make-Whole Amount in respect of a such Swapped NoteNote may not in any event be less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars upon the prepayment or Canadian Dollars, as applicable, in connection with repayment of all or any Swap Unwind Eventportion of such Swapped Note, and such calculations shall (unless alternative arrangements are otherwise agreed between calculation as reported to the Company and in reasonable detail shall be binding on the Company absent demonstrable error. As used in this Section 9.8 with respect to any Swapped Note that is prepaid or accelerated: “Net Loss” means the amount, if any, by which the Swapped Note Called Notional Amount exceeds the sum of (x) the Swapped Note Called Principal plus (or minus in the case of an amount paid) (y) the Swap Breakage Amount received (or paid) by the holder of a such Swapped Note; and “Net Gain” means the amount, if any, by which the Swapped Note Called Notional Amount is exceeded by the sum of (x) promptlythe Swapped Note Called Principal plus (or minus in the case of an amount paid) (y) 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 the Applicable Currency into Dollars at the current Applicable Currency/Dollar exchange rate, but no longer than two Business Days following as determined as of 10:00 A.M. (New York City time) on the day such Swap Unwind Event, 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 writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company absent demonstrable error. As used in this Section 9.8, “Swap Breakage Amount” means, 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 in whole or in relation 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, 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 (x) 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 (y) 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) 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 the Swap Agreement with respect to such Swapped Note). The Swap Breakage Amount shall be payable in Dollars.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 8.2, 8.3, 8.4, 8.7 or 8.11 8.8 or has become or is declared to be immediately due and payable pursuant to Section 12.1 (each a “Swap Unwind Event”), then upon any such Swap Unwind Event (i) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer Company in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (ii) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company by the holder of such Swapped Note in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), ) due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars or Canadian Dollars, as applicable, in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed between the Company and the holder within a reasonable period of a Swapped Note) promptly, but no longer than two Business Days following such Swap Unwind Event, time thereafter be reported to the Company in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company absent demonstrable error.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 8.2, 8.3, 8.4, 8.7 8.5 or 8.11 8.9 or has become or is declared to be immediately due and payable pursuant to Section 12.1 (each a “Swap Unwind Event”), then upon any such Swap Unwind Event (i) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer Company in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (ii) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company by the holder of such Swapped Note in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), ) due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars or Canadian Dollars, as applicable, in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed between the Company and the holder of a Swapped Note) promptly, but no longer than two Business Days following such Swap Unwind Event, be reported to the Company in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company absent demonstrable error.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to 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 (each a “Swap Unwind Event”)12.1, then upon any such Swap Unwind Event (ia) any resulting Swap Breakage Net Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer Company in US Dollars upon any such prepayment or Canadian Dollars, as applicable, no later than five Business Days after the date repayment of such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event Swapped Note and (iib) any resulting Swap Breakage Net Gain in connection therewith shall be forwarded deducted (1) from the Make-Whole Amount, if any, or any principal or interest to the Company by be paid to the holder of such Swapped Note in US Dollars by the Company upon any such prepayment of such Swapped Note pursuant to Section -27- 8.2, 8.6 or Canadian Dollars, as applicable, no later than five Business Days after 8.7 or (2) from the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company and be paid to the holder of a such Swapped NoteNote 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 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 US Dollars upon the prepayment or Canadian Dollars, as applicable, in connection with repayment of all or any Swap Unwind Eventportion of such Swapped Note, and such calculations shall (unless alternative arrangements are otherwise agreed between as reported to the Company and 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 a 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) promptlythe 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, but no longer than two Business Days following as determined as of 10:00 a.m. (New York City time) on the day such Swap Unwind Event, 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 writing and in reasonable detail (the “Swap Breakage Amount Notice”) 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 shall be payable in Dollars. SECTION 9.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 8.2paragraph 4B, 8.3, 8.4, 8.7 4E or 8.11 6D or has become or is declared to be immediately due and payable pursuant to Section 12.1 paragraph 7A (each a “Swap Unwind Event”), then upon any such Swap Unwind Event (iA) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR applicable Issuer in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (iiB) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company applicable Issuer by the holder of such Swapped Note in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder shall have received payment in full of the principal, interest and MakeYield-Whole Maintenance Amount or Modified Make-Whole Amount, as applicable (if any), ) due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company applicable Issuer and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars or Canadian Dollars, as applicable, in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed between the Company applicable Issuer and the holder of a Swapped Note) promptly, but no longer than two Business Days following such Swap Unwind Event, be reported to the Company applicable Issuer in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company applicable Issuer absent demonstrable error.

Swap Breakage. (a) If any Swapped Note is prepaid pursuant to Section 8.2, 8.7 or 8.8, or purchased pursuant to Section 8.28.5, 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 (each a “Swap Unwind Event”), then upon any such Swap Unwind Event (i) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer Company in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (ii) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company by the holder of such Swapped Note in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), ) due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars or Canadian Dollars, as applicable, in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed between the Company and the holder within a reasonable period of a Swapped Note) promptly, but no longer than two Business Days following such Swap Unwind Event, time thereafter be reported to the Company in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company absent demonstrable error.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 8.2, 8.3, 8.4, 8.5 or 8.7 or 8.11 or has become or is declared to be immediately due and payable pursuant to Section 12.1 (each a “Swap Unwind Event”), then upon any such Swap Unwind Event (i1) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR Issuer in US Dollars or (or, in the case of a CAD Swapped Note, Canadian Dollars, as applicable, ) no later than five Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (ii2) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company Issuer by the holder of such Swapped Note in US Dollars or (or, in the case of a CAD Swapped Note, Canadian Dollars, as applicable, ) no later than five Business Days after the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), ) due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company Issuer and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars or (or, in the case of a CAD Swapped Note, Canadian Dollars, as applicable, ) in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed between the Company Issuer and the holder of a Swapped Note) promptly, but no longer than two Business Days following such Swap Unwind Event, be reported to the Company Issuer in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company Issuer absent demonstrable error.

Swap Breakage. (a) If any Swapped Note is prepaid or purchased pursuant to Section 8.2, 8.38.5, 8.4, 8.7 8.8 or 8.11 8.9 or has become or is declared to be immediately due and payable pursuant to Section 12.1 (each a “Swap Unwind Event”), then upon any such Swap Unwind Event (i) any resulting Swap Breakage Loss in connection therewith shall be reimbursed to the holder of such Swapped Note by the EUR applicable Issuer in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder has delivered the Swap Breakage Amount Notice with respect to such Swap Unwind Event and (ii) any resulting Swap Breakage Gain in connection therewith shall be forwarded to the Company applicable Issuer by the holder of such Swapped Note in US Dollars or Canadian Dollars, as applicable, no later than five Business Days after the date such holder shall have received payment in full of the principal, interest and Make-Whole Amount or Modified Make-Whole Amount, as applicable (if any), ) due hereunder with respect to such Swap Unwind Event, in each case unless alternative arrangements are otherwise agreed between the Company applicable Issuer and the holder of a Swapped Note. Each holder of a Swapped Note shall be responsible for calculating its own Swap Breakage Amount in US Dollars or Canadian Dollars, as applicable, in connection with any Swap Unwind Event, and such calculations shall (unless alternative arrangements are otherwise agreed between the Company applicable Issuer and the holder of a Swapped Note) promptly, but no longer than two Business Days following such Swap Unwind Event, be reported to the Company applicable Issuer in writing and in reasonable detail (the “Swap Breakage Amount Notice”) and shall be binding on the Company applicable Issuer absent demonstrable error.