Common use of Breakage Compensation Clause in Contracts

Breakage Compensation. The Borrowers shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurodollar Loans does not occur on a date specified therefor in a Notice of Conversion or Continuation (whether or not withdrawn by the Borrowers or deemed withdrawn pursuant to Section ); (ii) if any repayment, prepayment, Conversion or Continuation of any of its Eurodollar Loans occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower Representative; or (iv) as a consequence of (x) any other default by the Borrowers to repay or prepay its Eurodollar Loans when required by the terms of this Agreement or (y) an election made pursuant to Section . Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurodollar Loans does not occur on a date specified therefor in a Notice of Continuation or Conversion or Continuation (whether or not withdrawn by the Borrowers Borrower or deemed withdrawn pursuant to Section 2.6(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any of its Eurodollar Loans occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower RepresentativeBorrower; or (iv) as a consequence of (x) any other default by the Borrowers Borrower to repay or prepay its Eurodollar Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 2.6(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing, Notice of Conversion or Notice of Continuation (whether or not withdrawn by the Borrowers or deemed withdrawn pursuant to Section 2.6(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any of its Eurodollar Loans occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower Representative; (iv) as a result of an assignment by a Lender of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower Representative pursuant to Section 2.8(b); or (ivv) as a consequence of (x) any other default by the Borrowers to repay or prepay its Eurodollar Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 2.6(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each LenderBank, upon its written request (which request shall set forth in reasonable detail the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds fiends required by such Lender Bank to fund its Eurodollar LoansLoan) which such Lender Bank may sustain: ., (i) if for any reason (other than a default by such Lender or the Administrative Agent) Bank), borrowing of a Borrowing of Eurodollar Loans Loan does not occur on a date specified therefor in a Eurodollar Restatement Notice under subsection 2.03(d) or does not occur because of Conversion the existence Pf an Event of Default or Continuation (whether or not withdrawn by Default Under The Agreement upon the Borrowers or deemed withdrawn pursuant to Section ); commencement of an Interest Period, (ii) if any repayment, prepayment, Conversion conversion or Continuation continuation of any of its Eurodollar Loans Loan occurs on a date that which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans Loan is not made on any date specified in a notice of prepayment given by the Borrower Representative; a Borrower, or (iv) as a consequence of (x) any other default by the Borrowers a Borrower to repay or prepay its Eurodollar Loans Loan when required by the terms of this Agreement or (y) an 4n election made trade pursuant to Section subsection 2.05. Such loss, cost, expense and liability to any Lender Bank shall be deemed to include an amount determined by such Lender Bank to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan loan had such event not occurred, at the interest rate that would have been applicable to such Loanloan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Conversion conversion or Continuationcontinuation, for the period that would have been the Interest Period for such Loanloan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that such Lender which Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender Bank setting forth any amount or amounts that such Lender Bank is entitled to receive pursuant to this Section section shall be delivered to the Borrower Representative ONMS and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender Bank the amount shown as due on any such request within 10 ten days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each LenderBank, upon its written request (which request shall set forth in reasonable detail the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender Bank to fund its Eurodollar LoansLoan) which such Lender Bank may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) Bank), borrowing of a Borrowing of Eurodollar Loans Loan does not occur on a date specified therefor in a Eurodollar Restatement Notice under subsection 2.03(d) or does not occur because of Conversion the existence of an Event of Default or Continuation (whether or not withdrawn by Default Under The Agreement upon the Borrowers or deemed withdrawn pursuant to Section ); commencement of an Interest Period, (ii) if any repayment, prepayment, Conversion conversion or Continuation continuation of any of its Eurodollar Loans Loan occurs on a date that which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans Loan is not made on any date specified in a notice of prepayment given by the Borrower Representativea Borrower; or (iv) as a consequence of (x) any other default by the Borrowers a Borrower to repay or prepay its Eurodollar Loans Loan when required by the terms of this Agreement or (y) an election made pursuant to Section subsection 2.05. Such loss, cost, expense and liability to any Lender Bank shall be deemed to include an amount determined by such Lender Bank to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan loan had such event not occurred, at the interest rate that would have been applicable to such Loanloan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Conversion conversion or Continuationcontinuation, for the period that would have been the Interest Period for such Loanloan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that such Lender which Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender Bank setting forth any amount or amounts that such Lender Bank is entitled to receive pursuant to this Section section shall be delivered to the Borrower Representative ONMS and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender Bank the amount shown as due on any such request within 10 ten days after receipt thereof.” (C) Subsection 3A of the Credit Agreement shall be amended by deleting the same and substituting in lieu thereof the following:

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) ), a Borrowing of Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not rescinded or withdrawn by the Borrowers Borrower or deemed rescinded or withdrawn pursuant to Section section 2.10(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any of its Eurodollar Loans occurs on a date that which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; if such Lender transfers its Eurodollar Loans pursuant to a request by the Borrower Representativeunder section 2.12(b) hereof; or (iv) as a consequence of (x) any other default by the Borrowers Borrower to repay or prepay its Eurodollar Loans when required by the terms of this Agreement or (y) an election made pursuant to Section section 2.10(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.