Common use of Breakage Costs Clause in Contracts

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Transaction Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender this subsection shall be deemed apply only to Lenders that have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption sentence shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.11, each the Borrower shall compensate each Lender that has made a Term Loan to such the Borrower, upon written request in accordance with this paragraph clause (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Term Loans or BA Rate Loans to such the Borrower but excluding any loss of the Applicable Rate on the relevant Term Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Term Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Term Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Term Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicableTerm Loan, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Term Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Term Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such the Term Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such the Term 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 borrow, convert or continue, for the period that would have been the Interest Period for such the Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to all amounts required to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be paid revoked under Section 2.4(b) and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers Borrower pursuant to Section 2.112.13, each then, in any such event, the Borrower shall compensate each Lender that has made a Loan for the loss, cost and expense attributable to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17event. In the case of a Eurocurrency Rate Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Adjusted LIBO Rate that would have been applicable to such Loan 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose A certificate of calculating amounts payable to a any Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the basis therefor amount shown as due on any such certificate within ten (10) 10 days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition (a) Borrower agrees to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall indemnify and compensate each Lender that has made a Loan to such Borroweron an after-tax basis for any loss, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss cost or actual expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower it (but excluding any loss of the Applicable Rate on the relevant Loansanticipated profit) that such Lender may sustain as a result of (i) if for any reason (other than a default by reason of such Lender being Borrower in making a Non-Funding Lender) a proposed Borrowingborrowing of, payment of, conversion into or continuation of Eurocurrency Rate Loans a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitation, any such loss or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request expense arising from interests or an Interest Election Request given fees payable by a Borrower or in a telephonic request any Lender to lenders of funds obtained by it for borrowing or conversion or continuation or in order to maintain a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12LIBOR Loan hereunder, (ii) if a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason any Eurocurrency Rate (including, without limitation, the acceleration of the maturity of the Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.099.2) on a date day that is not the last day of the applicable an Interest PeriodPeriod with respect thereto, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result the early termination of any assignment of swap or other interest rate hedging arrangements, including without limitation, any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense arising from the reemployment of funds obtained by it, from fees payable to terminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrence. The parties hereto acknowledge and agree that the damages that Agent and the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.7, which certificate shall provide reasonable detail as to the calculation of such loss, cost or expense. Such certificate shall constitute prima facie evidence, in the absence of manifest error, of the amount of such loss, cost or expense, which shall be deemed to be the amount determined calculated by such Lender to be on a reasonable and customary basis, consistent with the excess, if any, of (i) the amount of interest which would have accrued basis on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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 calculations are then being made by similarly situated banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedfinancial institutions generally.

Breakage Costs. In addition to all amounts required to be paid by the The Borrowers pursuant to Section 2.11, each Borrower shall compensate hereby severally indemnify each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including against any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) incur as a consequence of (a) any event, other than a required conversion default by such Lender in the performance of a its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or BBSY Rate Loan or BA Rate Loan prior to a Base Rate Loan or Canadian Base Rate Loansthe end of the Interest Period in effect therefor, as applicableincluding, without limitation, as a result of any prepayment, the acceleration of the events indicated maturity of the Obligations or for any other reason, (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any Eurocurrency Loan or BBSY Rate Loan, in clause each case other than on the last day of the Interest Period in effect therefor, (diii) above any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made by such Lender (including any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made pursuant to a conversion or continuation under Section 2.10 or 2.22, as applicable) not being made after notice of such Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Eurocurrency Loan or BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Applicable Borrower pursuant to Section 2.172.20 (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of a Eurocurrency Rate Loanany Breakage Event, such lossloss shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Period therefor or Contract Period in effect (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period in effect) for such Loan), Loan over (ii) the amount of interest which would accrue on likely to be realized by such principal amount Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period at the interest rate which such period. A certificate of any 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that which such Lender is entitled to receive pursuant to this clause (e) Section 2.15 shall be delivered to the Applicable Borrower and the basis therefor Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within ten (10) 10 days after its receipt thereof; provided such certificate sets forth in reasonable detail of the manner in which such amount or amounts was determinedsame.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.9 (Interest), each Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Eurodollar Rate Loans to such Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Defaulting Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a or on behalf of such Borrower or in a telephonic request by or on behalf of it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.10 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.8) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or above, (iv) as a result consequence of any assignment of any Eurocurrency failure by such Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable Borrower terms hereof or (v) as a consequence of a substitution of such Lender pursuant to Section 2.17. In the case 2.16 (Substitution of Lenders) on a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event date that is not occurred, at the Eurocurrency 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 applicable Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period Period. The Lender making demand for such Loan)compensation shall deliver to the Parent Borrower concurrently with such demand a written statement as to such losses, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bidexpenses and liabilities, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender statement shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal prima facie evidence as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.13, each Borrower the Borrowers shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Eurodollar Rate Loans or BA Rate Loans Loan to such Borrower the Borrowers, but excluding any loss of the Applicable Rate profit on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into Borrowing or continuation of Eurocurrency Rate Loans of, or BA conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a Borrower the Borrowers or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.14, (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid prepaid by reason of an increase or prepaid (including pursuant to Section 2.09) a reduction in Commitments on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or above, (iv) as a result consequence of any failure by the Borrowers to repay Eurodollar Rate Loans when required by the terms hereof, or (v) as a consequence of the assignment of any Eurocurrency Eurodollar Rate Loans or BA Rate Loans pursuant to Loan other than on the last day of an Interest Period therefor as a result of a request by the applicable Borrower Borrowers pursuant to Section 2.172.20 or Section 11.1(c). In The Lender making demand for such compensation shall deliver to the case of Borrowers concurrently with such demand a Eurocurrency Rate Loanwritten statement as to such losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11(a) If (i) any LIBOR Rate Advances are, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each applicable Lender or Program Support Provider from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided that each such Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes. (b) In addition, the Borrower shall pay the applicable Lender Managing Agents for the amount shown account of the Conduit Lenders, as due applicable, on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which demand, such amount or amounts was determinedas shall compensate the Conduit Lenders for any loss, cost or expense incurred by the Conduit Lenders (as reasonably determined by its Managing Agent) as a result of any reduction of any Advance other than on the maturity date of the Commercial Paper (or other financing source) funding such Advance, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Conduit Lenders (other than any loss of margin above the applicable cost of funds) during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Advance. The determination by any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be conclusive, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers event that the Borrower prepays any portion of the principal amount of the Term Loan before the Maturity Date (either voluntarily, pursuant to Section 2.112.4, each or as may be required by the Lenders as a result of an Event of Default, pursuant to Article 8), then the Borrower shall compensate reimburse each Lender that has made a Loan to such Borrowerfor the actual costs, upon written request in accordance with this paragraph (e), for all losses, losses and expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired such Lender, and any payments made by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of counterparty (it being agreed that the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result application of any of funds or other property on deposit with, or held for the events indicated in clause (d) above benefit of, any counterparty or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request set-off by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender counterparty shall be deemed to be a “payment” hereunder), in connection with terminating or closing-out, as of such prepayment date, any interest rate swap transactions, currency swap transactions or other derivative transactions entered into by the amount determined Lender in connection with making the Term Loan (including any interest rate swap transaction entered into by such Lender pursuant to be the excess, if any, an assignment or novation of (i) the amount all or a portion of interest which would have accrued on the principal amount of an Initial Lender’s position in such Loan had such event not occurred, swap or derivative transaction at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which time such Lender would bid were it becomes a party hereto pursuant to bid, at the commencement and in accordance with Section 10.7). A certificate of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a any Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) Section 11.2 shall be delivered to the Borrower and the basis therefor Administrative Agent by such Lender and shall be presumptively correct absent manifest error. The Borrower shall pay to the Administrative Agent for the account of such Lender the amount shown as due on any such certificate within ten two (102) days Business Days after receipt thereof; provided of such certificate sets forth in reasonable detail or, if later, on the manner in which date of any such prepayment; provided, however, with respect to any repayment or prepayment required by the Lenders as a result of an Event of Default pursuant to Article 8, the amount or amounts was determinedshown as due on such certificate shall be immediately due and payable by the Borrower on the date the Borrower receives such certificate.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Term Benchmark Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Term Benchmark Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Term Benchmark Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan Term Benchmark Loans to a Base Rate Loan or Canadian Base Prime Rate LoansLoan, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Term Benchmark Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate CDOR Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate Adjusted CDOR 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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 interbank market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.10 (Interest), each the applicable Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)request, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Eurodollar Rate Loans or BA Peso TIIE Rate Loans to such Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Eurodollar Rate Loans or BA Peso TIIE Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Eurodollar Rate Loan or BA Peso TIIE Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Peso TIIE Rate Loan to a Peso Base Rate Loans, as applicable, Loan as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of failure by any Eurocurrency Borrower to repay Eurodollar Rate Loans or BA Peso TIIE Rate Loans pursuant to a request when required by the terms hereof. The Lender making demand for such compensation shall deliver to applicable Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan conclusive and binding 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal all purposes as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerRevolving Credit Lender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurocurrency Rate Loans or BA Eurodollar Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Defaulting Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable Borrower pursuant to Section 2.17terms hereof. In the case of a Eurocurrency Rate Loan, The Revolving Credit Lender making demand for such loss, cost or expense to any Lender compensation shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event deliver to the last day of the then current Interest Period therefor (or, in the case of Borrower concurrently with such demand a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and written statement setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which basis for the amount so determined as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount or amounts was determinedof compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each The Borrower shall compensate pay to each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) Breakage Costs that such Lender may sustain or incur as a consequence of (ia) if for any reason (other than default by reason of such Lender being the Borrower in making a Non-Funding Lender) a proposed Borrowingborrowing of, conversion into or continuation of Eurocurrency Rate LIBOR Loans after the Borrower has given a notice (if a notice is required hereunder) requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of LIBOR Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a payment or BA Rate prepayment of LIBOR Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date day that is not the last day of the applicable an Interest Period, Period with respect thereto (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, including as a result of any an Event of the events indicated in clause Default) or (d) above or (iv) the assignment as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.172.14(b) of any Term Loan other than on the last day of an Interest Period therefor. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender “Breakage Costs” shall be deemed to be the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such the subject amount of the Term Loan had such event not occurred, at the Eurocurrency Adjusted LIBO Rate that would have been applicable to such Term Loan (but excluding any anticipated profits), 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 borrow, convert or continuecontinue a LIBOR Loan, for the period that would have been the Interest Period for such Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender a lender would reasonably be expected to bid were it to bid, at the commencement of such period, for dollar deposits in Dollars of a comparable amount and period from other banks in the eurodollar London interbank market. For the purpose of calculating A certificate as to any amounts payable pursuant to a Lender under this subsection, each Section 2.11 submitted to the Borrower by any Lender shall be deemed to have actually funded its relevant BA Rate Loan through conclusive in the purchase absence of a deposit bearing interest at manifest error. This covenant shall survive the BA Rate in an amount equal to repayment of the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Term Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation termination of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) Agreement and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedother Financing Documents.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11If any Lender incurs any cost, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph expense or loss (e), for all losses, expenses excluding loss of anticipated profits and liabilities (including any loss other indirect or expense incurred consequential damages) by reason of the liquidation or reemployment re-employment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the following events indicated in clause (d) above or (iv) other than any such occurrence as a result of a change of circumstance described in Section 8.1): (a) any payment, prepayment or conversion of any such Loan on a date other than the last day of its Interest Period (whether by acceleration, mandatory prepayment or otherwise); (b) any failure to make a principal payment of any such Loan on the due date therefor; (c) any failure by the Borrower to borrow, continue or prepay, or convert to, any such Loan on the date specified in a notice given pursuant to Section 2.3 (other than by reason of a default of such Lender); or (d) any assignment of any such Eurocurrency Rate Loans or BA Rate Loans pursuant to a request Loan that is required by the applicable Borrower pursuant to Section 2.172.13; then the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. In the case of a Eurocurrency Rate Loan, such Such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender to be the excess, if any, of (i) with respect to a Eurocurrency Loan, the amount of interest which would have accrued on the principal amount of such Eurocurrency Loan had such event not occurred, at the Eurocurrency LIBO Rate that would have been applicable to such Eurocurrency Loan (excluding, for the avoidance of doubt, the Applicable Margin for such Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Eurocurrency Loan), ) over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurodollar London or European interbank market. For If any Lender makes such a claim for compensation, it shall provide to the purpose Borrower a certificate executed by an officer of calculating amounts payable to a such Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to setting forth the amount of that BA Rate Loan such loss, cost or expense in reasonable detail (including an explanation of the basis for and having a maturity comparable the computation of such loss, cost or expense) no later than ninety (90) days after the event giving rise to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fitclaim for compensation, and the foregoing assumption amounts shown on such certificate shall be utilized only for the calculation prima facie evidence of amounts payable under this subsectionsuch Lender’s entitlement thereto. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within Within ten (10) days after of receipt thereof; of such certificate, the Borrower shall pay directly to such Lender such amount as will compensate such Lender for such loss, cost or expense as provided herein, unless such certificate sets forth in reasonable detail Lender has failed to timely give notice to the manner Borrower of such claim for compensation as provided herein, in which event the Borrower shall not have any obligation to pay such amount or amounts was determinedclaim.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.11SECTION 2.7, each the Borrower shall compensate each Lender that has made a Loan to such Borrower, or each Supplemental Guarantor upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or Supplemental Guarantor or the termination of any other financial arrangement it may have entered into to fund or maintain or support such Lender’s Eurocurrency Rate Loans 's portion of the Loan or BA Rate Loans its Supplemental Guarantee through the conclusion of the applicable Interest Period but excluding Taxes, payments with respect to which are addressed in SECTION 2.12) which such Borrower Lender or Supplemental Guarantor may sustain (but excluding any loss of the Applicable Rate on the relevant Loansprofit) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a the proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans Borrowing does not occur on a date specified therefor in a the Notice of Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12Borrower, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate portion of the Loan is repaid or prepaid (including pursuant or required to Section 2.09be sold) on a date that is not other than the last day of the applicable an Interest PeriodPeriod or with less than three Business Days' notice (including mandatorily pursuant to SECTION 2.6 or this SECTION 2.10), or (iii) as a consequence of any failure by a required conversion of a Eurocurrency Rate Loan Borrower to repay or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of prepay any portion of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request Loan when required by the applicable terms hereof or irrevocable notice thereof has been furnished (any such losses, expenses and liabilities referred to as "Breakage Costs"). The Lender or Supplemental Guarantor making demand for such compensation shall deliver to the Borrower pursuant (with a copy to Section 2.17. In the case of Agent) concurrently with such demand a Eurocurrency Rate Loanwritten statement as to such losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of compensation due to that BA Rate Loan Lender or Supplemental Guarantor absent manifest error, and having a maturity comparable such compensation shall be paid to the relevant BA Interest Period; provided that each Lender may fund each Agent for account of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedSupplemental Guarantor.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Payment Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner Borrower (absent manifest error) for all purposes. Notwithstanding the foregoing, the Borrower shall in which such no case be liable for any Breakage Costs incurred pursuant to clause (i) of the first sentence of this Section 2.10 if the principal amount or amounts was determinedof any repayment of LIBOR Rate Advances made on any date of determination is less than $25,000,000.

Breakage Costs. In addition to all amounts required to be paid by or on behalf of the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Eurodollar Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Defaulting Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to the Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.9 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance demand (together with this paragraph (eappropriate supporting documentation), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Eurodollar Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant LoansLoans or other Credit Agreement Macquarie Infrastructure Company Inc. anticipated profit) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.10 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.8 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to the Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable compensation due to such Lender, absent manifest error. Notwithstanding anything to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans contrary in the foregoing, with respect to any manner it sees fit, and the foregoing assumption shall be utilized only Lender’s claim for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive compensation pursuant to this clause (e) and ), the basis therefor within ten Borrower shall not be required to compensate such Lender for any such amount incurred more than sixty (1060) days after receipt thereof; provided prior to the date that such certificate sets forth in reasonable detail Lender notifies the manner in which Borrower of the event that gives rise to such amount or amounts was determinedclaim for compensation.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerRevolving Credit Lender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurocurrency Rate Term SOFR Loans or BA Daily Simple SOFR Loans, as applicable, or EURIBOR Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Defaulting Lender) a proposed Borrowing, conversion into to or continuation of Eurocurrency Term SOFR Loans or EURIBOR Rate Loans or BA Rate Loans a proposed Borrowing or conversion to Daily Simple SOFR Loans, in each case, does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or or, if applicable, a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Term SOFR Loan or BA EURIBOR Rate Loan Loans is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest PeriodPeriod or any Daily Simple SOFR Loan is prepaid on a date that is not such Loan’s applicable payment date, (iii) as a consequence of a required conversion of (A) a Eurocurrency Rate Term SOFR Loan to a Daily Simple SOFR Loan or BA a Base Rate Loan, as applicable, or (B) a Daily Simple SOFR Loan to a Base Rate Loan or Canadian Base Rate LoansLoan, as applicablein each case, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Term SOFR Loans, Daily Simple SOFR Loans or EURIBOR Rate Loans or BA Rate Loans pursuant to a request when required by the applicable Borrower pursuant to Section 2.17terms hereof. In the case of a Eurocurrency Rate Loan, The Revolving Credit Lender making demand for such loss, cost or expense to any Lender AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION compensation shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event deliver to the last day of the then current Interest Period therefor (or, in the case of Borrower concurrently with such demand a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and written statement setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner basis for the amount so determined as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error. The Borrower’s obligations under this Section 2.14(e) (Breakage Costs) shall survive payment in which such amount full of the Obligations or amounts was determinedthe termination of this Agreement.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10, each Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA LIBO Rate Loans to such Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (other than resulting from the gross negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment or order) (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA LIBO Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11, (ii) if for any reason any Eurocurrency Rate Loan or BA LIBO Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA LIBO Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by Borrower to repay LIBO Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to Borrower pursuant concurrently with such demand a written statement as to Section 2.17such losses, expenses and liabilities, and this statement shall be prima facie evidence thereof. In the case of a Eurocurrency Rate Loan, such loss, cost or expense Borrower shall not be required to compensate any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and Borrower of the basis therefor within ten (10) days after receipt thereofevents giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided that if the events giving rise to such certificate sets forth in reasonable detail increased costs are retroactive, then the manner in which such amount or amounts was determined180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Breakage Costs. In addition Each Borrower jointly and severally agrees to all amounts required indemnify the Lender and to be paid hold the Lender harmless from and against any loss, cost or expense (including loss of anticipated profits) that the Lender may sustain or incur as a consequence of (a) default by the Borrowers pursuant to Section 2.11in payment of the principal amount of or any interest on any LIBOR Loans as and when due and payable, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any such loss or expense incurred arising from interest or fees payable by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss lenders of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request funds obtained by it for in order to maintain its LIBOR Loans, (b) default by the Borrowers in making a borrowing or conversion after the Lead Borrower has given (or continuation is deemed to have given) a Conversion Request, or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (iic) if for the making of any reason payment of any Eurocurrency Rate LIBOR Loan or BA Rate the making of any conversion of any such Loan is repaid or prepaid (including pursuant to Section 2.09) a Base Margin Loan on a date day that is not the last day of the applicable Interest PeriodPeriod with respect thereto, (iii) as a consequence whether due to voluntary prepayment, payment realized from the Collateral or any Guarantor after the occurrence of a required conversion an Event of a Eurocurrency Rate Loan Default, or BA Rate Loan to a Base Rate Loan otherwise, including interest or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request fees payable by the applicable Borrower pursuant Lender to Section 2.17lenders of funds obtained by it in order to maintain any such Loans. In Such loss shall include, without limitation, an amount calculated as follows: (a) First, the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be determine the amount determined by such Lender to be the excess, if any, of which (i) the total amount of interest which would have otherwise accrued hereunder on the each installment of principal amount of such Loan had such event so paid or not occurredborrowed, at the Eurocurrency Rate that would have been applicable to such Loan for during the period from beginning on the date of such event to the last day of the then current Interest Period therefor (or, in the case of a payment or failure to borrow, convert or continue, for borrow and ending on the period that date such installment would have been due (the Interest Period for such Loan"Reemployment Period"), over exceeds (ii) the total amount of interest which would accrue accrue, during the Reemployment Period, on any readily marketable bond or other obligation of the United States of America designated by the Lender in its sole discretion at or about the time (b) Second, each Installment Amount shall be treated as payable as of the date on which the related principal installment would have been payable by the Borrower had such principal installment not been prepaid or not borrowed. (c) Third, the amount for to be paid on each such period at date shall be the interest rate present value of the Installment Amount determined by discounting the amount thereof from the date on which such Lender would bid were it Installment Amount is to bidbe treated as payable, at the commencement same annual interest rate as that payable upon the bond or other obligation of such period, for dollar deposits the United States of a comparable amount and period from other banks in America designated as aforesaid by the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each hereby acknowledges and agrees that Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losseswill incur additional costs, expenses and and/or liabilities (including any loss which may include interest or expense incurred by reason of fees from the liquidation or reemployment of deposits or other funds acquired obtained by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of make the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not terminate the last day of the applicable Interest Period, (iiideposits from which such funds were obtained) as a consequence of (a) any default by Borrower in payment of the principal of or interest on a required LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a Eurocurrency Rate Loan or BA LIBOR Rate Loan to a Base Prime Rate Loan or Canadian Base Rate Loanson a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, as applicable, as a result upon the occurrence of any of the events indicated described in clause the foregoing clauses (d) above or a), (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant b), and (c), Borrower shall pay to a request by Lender, in addition to all interest, principal and other amounts due under this Agreement and the applicable Borrower pursuant other Loan Documents, an amount equal to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of difference between (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Outstanding Principal Balance for the period from the date remainder of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period at the Applicable Interest Rate then in effect for such Loan)Interest Period, over less (ii) the amount of interest which that would accrue on such principal amount the Outstanding Principal Balance for such period at the interest rate which such Lender would bid remainder of the Interest Period if the Applicable Interest Rate were it to bid, at set on the commencement date any of such period, for dollar deposits of a comparable amount and period from other banks the events described in the eurodollar marketforegoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). For the purpose of calculating amounts payable to a Lender under this subsectionBORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedAND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTY.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.11, each the Borrower shall compensate each Lender that has made a Term Loan to such the Borrower, upon written request in accordance with this paragraph clause (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Term SOFR Term Loans or BA Rate Loans to such the Borrower but excluding any loss of the Applicable Rate on the relevant Term Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Term SOFR Term Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Term SOFR Term Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Term SOFR Term Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicableTerm Loan, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Term SOFR Term Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Term SOFR Term Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such the Term Loan had such event not occurred, at the Eurocurrency Rate Term SOFR that would have been applicable to such the Term 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 borrow, convert or continue, for the period that would have been the Interest Period for such the Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such Borrowerand Tranche B Investor, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or Tranche B Investor to fund or maintain such Lender’s Eurocurrency Eurodollar Rate Loans Loan to the Borrower or BA Rate Loans to such Borrower Tranche B Investors’ Credit-Linked Deposit, but excluding any loss of the Applicable Rate Margin or other profit on the relevant Loans) that such Lender or Tranche B Investor may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into Borrowing or continuation of Eurocurrency Rate Loans of, or BA conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.09) 2.9 (Mandatory Prepayments), by reason of an increase or reduction in Commitments on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or above, (iv) as a result consequence of any assignment failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof or (v) if, for any reason, the Fronting Lender is required to make any payment in respect of any Eurocurrency Rate Loans Credit-Linked Deposit or BA Rate Loans pursuant to a request reimburse any Tranche B Investor for any similar loss, expense or liability in respect of any Credit-Linked Deposit. Without limiting the foregoing, if any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Fronting Lender as provided herein shall be subsequently reimbursed to the Fronting Lender by the applicable Borrower pursuant to Section 2.17. In or any other Loan Party other than on the case last day of a Eurocurrency Rate Loancalendar quarter, such loss, cost or expense to any the Fronting Lender shall be deemed to be invest the amount determined by so reimbursed in overnight or short-term cash equivalent investments until the end of such Lender calendar quarter and the Borrower shall pay to be the excessFronting Lender, upon the Fronting Lender’s request therefor, the amount, if any, by which the interest accrued on a like amount of (i) the Credit-Linked Deposits at the Eurodollar Rate for such calendar quarter shall exceed the interest earned through the investment of the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan so reimbursed for the period from the date of such event reimbursement through the end of such calendar quarter, as determined by the Fronting Lender (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the last day Borrower. If the Borrower shall fail to pay an amount due under the preceding sentence, the interest payable by the Fronting Lender to the Tranche B Investors on their Credit-Linked Deposits under Section 2.1(g) (The Commitments; Credit-Linked Deposit Amount) shall be correspondingly reduced and each Tranche B Investor shall without further act succeed, ratably in accordance with its Tranche B Ratable Portion, to the rights of the then current Interest Period therefor (or, in the case of a failure Fronting Lender with respect to borrow, convert such amount. The Lender or continue, for the period that would have been the Interest Period Tranche B Investor making demand for such Loan)compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bidexpenses and liabilities, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender statement shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.10 (Interest), each Borrower the Borrowers shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower the Borrowers but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (other than resulting from the gross negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment or order) (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or Borrowing or continuation of BA Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a any Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of failure by any Borrower to repay Eurocurrency Rate Loans or BA Rate Loans pursuant when required by the terms hereof. The Lender making demand for such compensation shall deliver to a request by the applicable Borrower pursuant concurrently with such demand a written statement as to Section 2.17such losses, expenses and liabilities, and this statement shall be prima facie evidence thereof. In the case of a Eurocurrency Rate Loan, such loss, cost or expense The Borrowers shall not be required to compensate any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (ec) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and the basis therefor within ten (10) days after receipt Company of the events giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided, however, that if the events giving rise to such increased costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition (a) Borrower agrees to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrowerfor any reasonable out-of-pocket third party loss, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss cost or expense incurred by reason it as a result of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than a default by reason of such Lender being Borrower in making a Non-Funding Lender) a proposed Borrowingborrowing of, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor Term SOFR Loan, after such Borrower has given a notice requesting the same in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12accordance with the provisions of this Agreement, (ii) if a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a Term SOFR Loan, for any reason any Eurocurrency Rate (including, without limitation, the acceleration of the maturity of the Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.098.02) on a date day that is not a Payment Date or the last day of the applicable an Interest PeriodPeriod with respect thereto, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result the early termination of any assignment of swap or other interest rate hedging arrangements, including, without limitation, any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense arising from the reemployment of funds obtained by it, from fees payable to terminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under this Section 2.08(a) be less than Five Hundred and 00/100 Dollars ($500.00) on each such occurrence. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.08, which certificate shall provide reasonable detail as to the calculation of such loss, cost or expense. Such certificate shall constitute prima facie evidence of the amount of such loss, cost or expense, which shall be deemed to be the amount determined calculated by such Lender to be on a reasonable and customary basis, consistent with the excess, if any, of (i) the amount of interest which would have accrued basis on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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 calculations are then being made by similarly situated banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedfinancial institutions generally.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (other than resulting from the gross negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment or order) (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any failure by the Borrower to repay Eurocurrency Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to the Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt prima facie evidence thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.10 (Interest), each Borrower the Borrowers shall compensate each Lender that has made a Loan to such BorrowerRevolving Credit Lender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurocurrency Eurodollar Rate Loans or BA Rate CDOR Loans to such Borrower the applicable Borrowers but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Defaulting Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Eurodollar Rate Loans or BA Rate CDOR Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower Representative or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Eurodollar Rate Loan or BA Rate CDOR Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or a CDOR Loan to a Canadian Base Rate LoansPrime Loan, as applicable, in each case as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of failure by any Eurocurrency Borrower to repay Eurodollar Rate Loans or BA Rate CDOR Loans pursuant to a request when required by the applicable terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower pursuant Representative concurrently with such demand a written statement as to Section 2.17. In such losses, expenses and liabilities showing in reasonable detail the case of a Eurocurrency Rate Loanbasis for the calculation thereof, such loss, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedRevolving Credit Lender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Eurodollar Rate Loans to the Borrower or that would have been incurred if the Lender had match-funded such Borrower Loans in such manner, but excluding any loss of the Applicable Rate Margin on the relevant LoansLoans or other consequential damages) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Revolving Credit Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Revolving Credit Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing Revolving Credit Borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to the Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of compensation due to such Lender, absent manifest error. The agreements contained in this Section 2.14 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that BA Rate Loan the Borrower shall not be required to compensate a Lender pursuant to clauses (c), (d) and having a maturity comparable (e) of this Section 2.14 for any such increased cost or reduction incurred more than 180 days prior to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is entitled retroactive, then such 180-day period referred to receive pursuant above shall be extended to this clause (e) and include the basis therefor within ten (10) days after receipt period of retroactive effect thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.5 but without duplication of any amounts payable under Section 2.9(f), each the Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or the termination of any other financial arrangement it may have entered into to fund or maintain or support such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower 's portion of the Loan, but excluding any loss of the Applicable Rate on the relevant LoansTaxes) which that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowingsubject to the Borrower's right to utilize the Prepayment Breakage Avoidance Procedure, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate portion of the Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.5 or this Section 2.9) on a date that which is not the last day of the applicable Interest Period, Period or (iiiii) as a consequence of any failure by a required conversion of a Eurocurrency Rate Loan or BA Rate Loan Borrower to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of repay any portion of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request Loan when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to the Borrower pursuant (with a copy to Section 2.17. In the case of Agent, the Board and the Loan Administrator) concurrently with such demand a Eurocurrency Rate Loanwritten statement as to such losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed conclusive as to be the amount determined by of compensation due to that Lender absent manifest error, and such Lender compensation shall be paid to be the Agent for the account of such Lender. Such compensation shall not exceed an amount equal to the excess, if any, of (iA) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan so prepaid or repaid for the period from the date of such event prepayment or repayment to the last day of the then current applicable Interest Period therefor (or, in each case at the case applicable rate of a failure to borrow, convert or continue, for the period that would have been the Interest Period interest for such Loan), Loan provided for in this Agreement over (iiB) the amount of interest which (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit for such period at the interest rate 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 with leading banks in the eurodollar market. For LIBOR market (it being understood that the purpose of calculating amounts payable Borrower shall not be required to a indemnify any Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal for lost profits other than to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans extent included in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (eA) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedabove).

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.10(Interest), each Borrower the Borrowers shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower the Borrowers but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (other than resulting from the gross negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment or order) (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in Table of Contents clause (d) above or (iv) as a result consequence of any assignment of any failure by the Borrowers to repay Eurocurrency Rate Loans or BA Rate Loans pursuant to a request when required by the applicable Borrower pursuant terms hereof. The Lender making demand for such compensation shall deliver to Section 2.17. In the case of Borrowers concurrently with such demand a Eurocurrency Rate Loanwritten statement as to such losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt prima facie evidence thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate and CP Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances or CP Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Payment Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance or CP Rate Advances; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan Advances or BA CP Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (dLIBOR Rate Advances or CP Rate Advances) above or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses (calculated as described below in this Section) resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender terminate deposits from which such funds were obtained (if any) but shall be deemed limited to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued through the next Interest Payment Date as the applicable interest rate for such Advance minus any net amounts actually earned on the principal amount reemployment of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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 marketfunds. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance or CP Rate Advance, as applicable, through the purchase of a deposit bearing interest at the BA LIBOR Rate or the CP Rate, as applicable, in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance or CP Rate Advance, as applicable; provided provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances or CP Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such Borrowerand Synthetic Investor, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or Synthetic Investor to fund or maintain such Lender’s Eurocurrency Eurodollar Rate Loans Loan to the Borrower or BA Rate Loans to such Borrower Synthetic Investor’s Credit-Linked Deposit, but excluding any loss of the Applicable Rate Margin or other profit on the relevant Loans) that such Lender or Synthetic Investor may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into Borrowing or continuation of Eurocurrency Rate Loans of, or BA conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.09) 2.9 (Mandatory Prepayments), by reason of an increase or reduction in Commitments on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or Section 2.14(d), (iv) as a result consequence of any assignment failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof or (v) if, for any reason, the Fronting Lender is required to make any payment in respect of any Eurocurrency Rate Loans Credit-Linked Deposit or BA Rate Loans pursuant to a request reimburse any Synthetic Investor for any similar loss, expense or liability in respect of any Credit-Linked Deposit. Without limiting the foregoing, if any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Fronting Lender as provided herein shall be subsequently reimbursed to the Fronting Lender by the applicable Borrower pursuant to Section 2.17. In or any other Loan Party other than on the case last day of a Eurocurrency Rate Loancalendar quarter, such loss, cost or expense to any the Fronting Lender shall be deemed to be invest the amount determined by so reimbursed in overnight or short-term cash equivalent investments until the end of such Lender calendar quarter and the Borrower shall pay to be the excessFronting Lender, upon the Fronting Lender’s request therefor, the amount, if any, by which the interest accrued on a like amount of (i) the Credit-Linked Deposits at the Eurodollar Rate for such calendar quarter shall exceed the interest earned through the investment of the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan so reimbursed for the period from the date of such event reimbursement through the end of such calendar quarter, as determined by the Fronting Lender (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the last day Borrower. If the Borrower shall fail to pay an amount due under the preceding sentence, the amount payable by the Fronting Lender to the Synthetic Investors on their Credit-Linked Deposits under Section 2.1(f) (The Commitments; Credit-Linked Deposit Amount) shall be correspondingly reduced and each Synthetic Investor shall without further act succeed, ratably in accordance with its Ratable Portion, to the rights of the then current Interest Period therefor (or, in the case of a failure Fronting Lender with respect to borrow, convert such amount. The Lender or continue, for the period that would have been the Interest Period Synthetic Investor making demand for such Loan)compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bidexpenses and liabilities, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender statement shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers or on behalf of Borrower or Co-Borrower pursuant to Section 2.11SECTION 2.10, each Borrower and Co-Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA 's Eurodollar Rate Loans to such Borrower or Co-Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a Borrower and/or Co-Borrower, as applicable (or in a telephonic request by it request), for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12SECTION 2.11, (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.09SECTION 2.9) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, on a date that is not the last day of an Interest Period as a result of any of the events indicated in clause (dc) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by Borrower or Co-Borrower to repay Eurodollar Rate Loans or BA Rate Loans on the date specified in any notice delivered pursuant hereto. The Lender making demand for such compensation shall deliver to Borrower and/or Co-Borrower, as applicable, concurrently with such demand a request by the applicable Borrower pursuant written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed conclusive as to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable compensation due to such Loan for the period from the date Lender, absent manifest error. Determination of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, SECTION 2.14(D) in connection with a Eurodollar Rate Loan shall be calculated as though each Lender shall be deemed to have actually funded its relevant BA Rate Eurodollar Loan through the purchase of a deposit bearing interest at of the BA Rate in an amount equal type and maturity corresponding to the amount of that BA deposit used as a reference in determining the Eurodollar Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount Loan, whether in fact that is the case or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinednot.

Breakage Costs. In addition The Borrowers shall pay directly to all a Lender, immediately upon request such amounts required to be paid by as shall, in the Borrowers pursuant to Section 2.11reasonable judgment of each Lender, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), it for all losses, expenses and liabilities (including any loss or expense Losses incurred by reason it as a result of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason payment or prepayment (other than by reason under any circumstances whatsoever, whether voluntary or involuntary) of such Lender being any portion of the Loan bearing interest as a Non-Funding Lender) LIBOR Loan Tranche or a proposed Borrowing, conversion into or continuation of Eurocurrency Conversion Rate Loans or BA Rate Loans does not occur Loan Tranche on a date specified therefor in a Borrowing Request or other than the last day of an applicable Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12Period, (ii) if the conversion (for any reason any Eurocurrency whatsoever, whether voluntary or involuntary) of a LIBOR Loan Tranche or a Conversion Rate Loan or BA Tranche to a Base Rate Loan is repaid Tranche with respect to any portion of the Loan then bearing interest as a LIBOR Loan Tranche or prepaid (including pursuant to Section 2.09) a Conversion Rate Loan Tranche, as applicable, on a date that is not other than the last day of the an applicable Interest Period, (iii) the failure of all or a portion of an Advance of the Loan which was to have borne interest as a consequence of LIBOR Loan Tranche (including any portion thereof to bear interest as a required conversion of a Eurocurrency Conversion Rate Loan or BA Rate Loan Tranche in accordance with subsection b above) pursuant to a Base Rate Loan or Canadian Base Rate LoansRequest to be made, as applicable, as a result of any of the events indicated in clause (d) above or (iv) the failure of the Borrowers to borrow in accordance with a Rate Request submitted by it or the Borrowers' failure to continue or convert a LIBOR Loan Tranche or a Conversion Rate Loan Tranche in accordance with a Rate Request submitted by it, (v) the failure of the Borrowers to make a prepayment after the Borrowers have given notice thereof in accordance with this Agreement or (vi) the early termination of any swap or other interest rate hedging arrangement, including, without limitation, any such Losses arising from the reemployment of funds obtained by it, from fees payable to terminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements. Such amounts shall include, without limitation, an amount equal to the present value (using as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans discount rate, the rate at which interest is computed pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case clause (B) below) of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (iA) the amount of interest which would have accrued at the Adjusted LIBO Rate or the Conversion Rate (as the case may be) on the principal amount of such Loan had such event so prepaid, converted, not occurredadvanced, at not borrowed, not continued, not converted or not prepaid, as the Eurocurrency Rate that would have been applicable to such Loan case may be, for the period from the date of such event the occurrence to the last day of the then current applicable Interest Period therefor (or, in at the case applicable rate of a failure to borrow, convert or continue, for the period that would have been the Interest Period interest for such Loan)Loans provided for herein (excluding, however, the applicable margin included therein, if any) over (iiB) the amount of interest (as reasonably determined by such Lender in good faith) which would accrue on such principal amount for such period at the interest rate which have accrued to 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.such

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerRevolving Credit Lender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurocurrency Rate Loans or BA Eurodollar Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable Borrower pursuant to Section 2.17terms hereof. In the case of a Eurocurrency Rate Loan, The Revolving Credit Lender making demand for such loss, cost or expense to any Lender compensation shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event deliver to the last day of the then current Interest Period therefor (or, in the case of Borrower concurrently with such demand a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and written statement setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which basis for the amount so determined as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount or amounts was determinedof compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance ac- cordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits de- posits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive succes- sive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion con- version of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated indi- cated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Eurocur- rency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower Bor- rower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 Pe- riod therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement commence- ment of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing bear- ing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided pro- vided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.after

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.to

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall pay to Lender within five (5) Business Days of Borrower’s receipt of Lender’s request therefor and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as reasonably necessary to compensate each Lender that has made a Loan to such Borrowerfor the loss, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss cost or expense incurred by reason which it may reasonably incur as a result of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into all or continuation any portion of Eurocurrency Rate Loans or BA Rate Loans does not occur the Loan on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not other than the last day of the applicable Interest PeriodPeriod or (ii) the conversion, (iii) as a consequence for any reason whatsoever, whether voluntary or involuntary, of a required conversion of a Eurocurrency Rate Loan or BA Rate the Loan to a Base Variable Rate Loan on a date other than the last day of the applicable Effective LIBO Rate Interest Period. Such amounts payable by Borrower shall be equal to: (a) any out-of pocket administrative costs actually incurred, plus (b) if the Loan, a Cost Maintenance Fee. As used herein, the term “Cost Maintenance Fee” shall mean an amount equal to the product of (x) the amount so prepaid or Canadian Base Rate Loansconverted, as applicablethe case may be, as multiplied by (y) the difference between the Effective LIBO Rate, then in effect, or which would have been in effect, and the Treasury Rate in effect on the date of the occurrence plus the Applicable Margin, which product shall be multiplied by (z) a result fraction, the numerator of which is the number of days from the date of occurrence of any of the events indicated described in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of subsections (i) and (ii) of the amount first sentence of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event this Section 2.5.4 to the last day of the then current applicable Interest Period therefor (or, in if applicable, each Interest Period) and the case denominator of a failure which is 360 days; however, if or to borrow, convert or continuethe extent that the applicable Effective LIBO Rate, for the period that would have been the applicable Interest Period for such Loan)is equal to or less than the Treasury Rate plus the Applicable Margin, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender no Cost Maintenance Fee shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedpayable.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.9, each the Borrower shall compensate each Lender that has made a Loan to Lender, within 10 days’ of written demand (including documentation reasonably supporting such Borrower, upon written request in accordance with this paragraph (erequest), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Eurodollar Rate Loans to the Borrower or that would have been incurred if the Lender had match-funded such Borrower Loans in such manner, but excluding any loss of the Applicable Rate Margin on the relevant LoansLoans or other consequential damages) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Borrowing Request notice or an Interest Election Request notice given in connection with a conversion or continuation of a Loan given by a the Borrower or in a telephonic request by it for borrowing Revolving Borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.10, (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.8) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate CBFR Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to the Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate 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. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of compensation due to such Lender, absent manifest error. The agreements contained in this Section 2.14 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that BA Rate Loan the Borrower shall not be required to compensate a Lender pursuant to clauses (b), (c) and having a maturity comparable (d) of this Section 2.14 for any such increased cost or reduction incurred more than 180 days prior to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is entitled retroactive, then such 180-day period referred to receive pursuant above shall be extended to this clause (e) and include the basis therefor within ten (10) days after receipt period of retroactive effect thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.10 (Interest), each the applicable Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, promptly upon written request in accordance with this paragraph (e)request, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s 's Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant LoansBorrowers) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or an Interest Election Request a Notice of Conversion or Continuation given by a Borrower or in a telephonic request by it a Borrower for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, Period or (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (db) above or (ivc) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17above. In the case of a Eurocurrency Rate Loan, such Such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of applicable Eurocurrency Rate for such period. The Lender making demand for such compensation shall deliver to the Company concurrently with such demand a certificate which includes calculations in reasonable detail as to such losses, for dollar deposits of a comparable amount expenses and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under liabilities, and this subsection, each Lender statement shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.