Common use of Unwinding Costs Clause in Contracts

Unwinding Costs. (a) If IFC or any Participant incurs any cost, expense or loss as a result of: (i) the Borrower failing to borrow in accordance with a request for Additional Disbursement made pursuant to Section 2.02 (Disbursement Procedure); (ii) the Borrower failing to prepay in accordance with a notice of prepayment; (iii) the Borrower prepaying all or any portion of the Loans on a date other than an Interest Payment Date; or (b) after acceleration of the Loan, the Borrower paying all or a portion of the Loans on a date other than an Interest Payment Date; then the Borrower shall compensate IFC for the amount that IFC from time to time notifies to the Borrower as being the amount of those costs, expenses and losses incurred. A certificate of IFC setting forth any amount or amounts that IFC is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay IFC the amount shown as due on any such certificate immediately after receipt thereof. (c) For the purposes of this Section, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate or obtain third party deposits, borrowings, xxxxxx or swaps in order to make, maintain, fund or hedge all or any part of any Additional Disbursement or prepayment of the Loan, or any payment of all or part of the Loans upon acceleration.

Unwinding Costs. (a) If IFC or any Participant incurs any cost, expense or loss as a result ofof the Borrower: (i) the Borrower failing to borrow in accordance with a request for Additional Disbursement made pursuant to Section 2.02 (Disbursement Procedure); (ii) the Borrower failing to prepay in accordance with a notice of prepaymentprepayment (regardless of whether the applicable Corporate Transaction closes); (iii) the Borrower prepaying all or any portion of the Loans C Loan on a date other than an Interest Payment Date; or (biv) after acceleration of the C Loan, the Borrower paying all or a portion of the Loans C Loan on a date other than an Interest Payment Date; then the Borrower shall compensate immediately pay to IFC for the amount that IFC from time to time notifies to the Borrower as being the amount of those costs, expenses and losses incurred. A certificate ; provided, however, that the Borrower shall not be liable for any such costs, expenses or losses in connection with the conversion of IFC setting forth any amount or amounts that IFC is entitled to receive the Conversion Amount into Common Stock pursuant to this Section shall be delivered to Article VII (Conversion of the Borrower and shall be conclusive absent manifest error. The Borrower shall pay IFC the amount shown as due on any such certificate immediately after receipt thereofC Loan). (cb) For the purposes of this Section, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate or obtain third party deposits, borrowings, xxxxxx hxxxxx or swaps in order to make, maintain, fund or hedge all or any part of any Additional the Disbursement or prepayment of the C Loan, or any payment of all or part of the Loans C Loan upon acceleration.

Unwinding Costs. (a) If IFC The Agent shall notify the Company of any costs (including, without limitation, Breakage Costs), expenses and losses incurred by the Agent or (any Participant incurs any cost, expense or loss of) the Lenders as a result of: (i1) any failure by the Borrower failing Company to pay any amount payable under this Agreement on its due date; (2) any failure by the Company to borrow in accordance with a request for Additional Disbursement disbursement made pursuant to Section 2.02 (Disbursement Procedure)3.02; (ii3) any prepayment of all or any portion of the Borrower failing Loan or any Disbursement or any failure by the Company to prepay make any prepayment in accordance with a notice of prepaymentprepayment pursuant to Section 3.07(a), or as required under Section 3.07(b); (iii4) the Borrower prepaying any cancellation of all or any portion of the Loans on a date other than an Interest Payment DateLoan pursuant to Section 3.04; (5) any acceleration of all or any portion of the Loan pursuant to Section 6.01 or 6.02; or (b6) after acceleration any other circumstance that causes the Agent and/or the Lenders to unwind its/their funding or hedging arrangements in respect of the Loan. Forthwith upon receipt by the Company of such notice, the Borrower paying all or a portion of the Loans on a date other than an Interest Payment Date; then the Borrower Company shall compensate IFC for the amount that IFC from time to time notifies pay to the Borrower as being Agent the net amount of those any such costs, expenses, losses. (b) For purposes of Section 3.12(a) above, "costs, expenses and losses incurred. A certificate of IFC setting forth incurred by the Agent or (any of) the Lenders" shall include, without limitation, any interest paid or payable by the Agent or (any of) the Lenders to fund or carry any unpaid amount or amounts that IFC is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay IFC the amount shown as due on any such certificate immediately after receipt thereof. (c) For the purposes of this Sectionloss, “costs, expenses or losses” include any premium, penalty or expense that may be incurred to liquidate in liquidating or obtain employing deposits or derivative hedging transactions with, or borrowings from, third party deposits, borrowings, xxxxxx or swaps parties in order to make, maintain, maintain or fund or hedge all a Disbursement or any part portion thereof (but in the case of a late payment, after taking into account any Additional Disbursement or prepayment of the Loan, or any payment of all or part of the Loans upon accelerationdefault interest received under Section 3.10).

Unwinding Costs. (a) If IFC or The Lender shall notify the Borrower of any Participant incurs any costcosts, expense or loss expenses and losses incurred, and gains and benefits received, by the Lender as a result of: (i) any payment or prepayment made by the Borrower failing for any reason (including, without limitation, the acceleration of the Loan pursuant to Article VII) on a date other than (A) an Interest Payment Date or (B) the date of any mandatory prepayment pursuant to Section 3.08; (ii) any failure by the Borrower to borrow in accordance with a request for Additional the Disbursement made Application delivered to the Lender pursuant to Section 2.02 (Disbursement Procedure)3.02; (iiiii) any failure by the Borrower failing to prepay make any prepayment in accordance with a notice of prepaymentprepayment delivered pursuant to Section 3.09; (iiiiv) the Borrower prepaying occurrence of an Event of Default, including, without limitation, any acceleration of all or any portion of the Loans on a date other than an Interest Payment DateLoan pursuant to Section 7.02 or 7.03; or (bv) after acceleration any other circumstance that causes the Lender to unwind its funding or hedging arrangements in respect of the Loan. The Borrower shall, on the date specified in such notice, pay to the Lender or, in the case of a net gain or benefit received by the Lender, the Borrower paying all or a portion of Lender shall, on the Loans on a date other than an next Interest Payment Date; then the Borrower shall compensate IFC for the amount that IFC from time to time notifies , credit to the Borrower as being Borrower, in Dollars, the net amount of those any such costs, expenses, losses, gains and benefits. (b) For purposes of Section 3.13(a), "costs, expenses and losses incurred. A certificate of IFC setting forth , and gains and benefits received, by the Lender" shall include, without limitation, any interest paid or payable by the Lender to fund or carry any unpaid amount or amounts that IFC is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay IFC the amount shown as due on any such certificate immediately after receipt thereof. (c) For the purposes of this Sectionloss, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate that may be incurred, or obtain gain or benefit that may be received, in liquidating or employing deposits or derivative hedging transactions with, or borrowings from, third party deposits, borrowings, xxxxxx or swaps parties in order to make, maintain, maintain or fund or hedge all the Loan or any part portion thereof (but, in the case of a late payment, after taking into account any Additional Disbursement or prepayment default interest received under Section 3.06). A certificate of the LoanLender as to the net amount of such costs, or any payment of all or part expenses, losses, gains and benefits shall be final, conclusive and binding on the Borrower unless shown by the Borrower to the satisfaction of the Loans upon accelerationLender to contain a manifest error.