Class A-2 Breakage Costs definition

Class A-2 Breakage Costs means, with respect to any Due Period, “breakage costs”, if any, incurred by Class A-2 Noteholders as a result of (i) a prepayment of amounts under the Class A-2 Notes on a day other than a Distribution Date and calculated as provided in the Class A-2 Purchase Agreement or (ii) a failure by the Issuer to effect a Draw on the scheduled date therefor after having submitted a request for a Draw to the Class A-2 Agent in accordance with the provisions of the Class A-2 Purchase Agreement (unless such failure is due to the failure of the Class A-2 Noteholders to fund such Draw).

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Class A-2 Breakage Costs has the meaning specified in Section 3.08(d).

Examples of Class A-2 Breakage Costs in a sentence

The principal of, interest, Class A-2 Commitment Fee and any Class A-2 Increased Costs and Class A-2 Breakage Costs on this Class A-2 Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts.
The Issuer will duly and punctually pay the principal of and interest on the Notes and, in the case of the Class A-2 Notes, the Class A-2 Commitment Fee and any Class A-2 Increased Costs or Class A-2 Breakage Costs, in accordance with the terms of such Notes, this Indenture and the Sale and Servicing Agreement (including the Priority of Payments therein).
The Issuer hereby appoints the Trustee as Paying Agent for the payment of principal and interest on the Notes and, with respect to the Class A-2 Notes, the Class A-2 Commitment Fee and any Class A-2 Increased Costs or Class A-2 Breakage Costs.
Any Class A-2 Breakage Costs shall be paid on the first Distribution Date following the applicable Interim Distribution Date in accordance with the Priority of Payments.
Subject to the Priority of Payments, the Trustee shall make all payments of principal of and interest on the Notes and, with respect to the Class A-2 Notes, the Class A-2 Commitment Fee and any Class A-2 Increased Costs or Class A-2 Breakage Costs, subject to Section 3.03 and as provided in Section 3.05 herein from moneys on deposit in the Note Distribution Account.
The Trustee shall be permitted to rely on a certificate from the related Class A-2 Holder regarding the amount of any Class A-2 Increased Costs or Class A-2 Breakage Costs.
Any Prepayment made on a Payment Date (including a Prepayment pursuant to Section 9.01(b) hereof) will be subject to the Priority of Payments and the Holders of the Class A-2 Notes will not be entitled to Class A-2 Breakage Costs in connection with such a Prepayment so long as the Issuer has given to such Holders at least three Business Days prior written notice of the amount of such Prepayment.
The Issuer hereby appoints the Indenture Trustee as Paying Agent for the payment of principal and interest on the Notes and, with respect to the Class A-2 Notes, the Class A-2 Commitment Fee and any Class A-2 Increased Costs or Class A-2 Breakage Costs.
The Trustee shall be permitted to rely on a certificate from the related Class A-2 Noteholder regarding the amount of any Class A-2 Increased Costs or Class A-2 Breakage Costs.
The Indenture Trustee shall be permitted to rely on a certificate from the related Class A-2 Holder regarding the amount of any Class A-2 Increased Costs or Class A-2 Breakage Costs.

More Definitions of Class A-2 Breakage Costs

Class A-2 Breakage Costs. With respect to (i) any Prepayment of Class A-2 Notes (whether in connection with a permitted Prepayment of Borrowings due to acceleration or otherwise) or (ii) failure to effect a Borrowing on the scheduled date therefor after having submitted a Borrowing request to the Class A-2 Note Agent in accordance with the Class A-2 Note Purchase Agreements, the amounts payable to any Holder of Class A-2 Notes for any loss, cost and expense to such Holder of Class A-2 Notes attributable to such Prepayment or failed Borrowing. The loss to any Holder of Class A-2 Notes attributable to any such Prepayment or failed Borrowing will be deemed to be an amount determined by such Noteholder to be equal to either (i) the excess, if any, of (A) such Noteholder’s cost of funding the principal amount of such Prepayment or failed Borrowing, for the period from the date of such Prepayment or failed Borrowing to but excluding the next Payment Date over (B) the amount of interest obtainable by such Holder of Class A-2 Notes upon the redeployment (in deposits with leading banks which are rated “A-1+” by S&P and “P-1” by Moody’s) of an amount of funds equal to the amount of such Prepayment or failed Borrowing for the period from the date of such Prepayment or failed Borrowing to but excluding the next Payment Date or (ii) if such Holder of Class A-2 Notes is able to terminate the funding source of such Prepayment or failed Borrowing before its scheduled maturity date, any costs associated with such termination. The Issuer will pay such Holder of Class A-2 Notes the amount claimed by such Holder of Class A-2 Notes on the Payment Date following the Due Period in which such claim is made (together with interest thereon at the Note Interest Rate applicable to the Class A-2 Notes for the period from such prepayment or failure to borrow through such Payment Date). For any Holder of Class A-2 Notes that is an agent under the Class A-2 Note Purchase Agreements, references above to such Holder’s cost of funding, the amount of interest obtainable by such Holder of Class A-2 Notes upon redeployment of funds or other similar matters will include reference to the applicable members of the related ownership group under the Class A-2 Note Purchase Agreement.