Common use of Breakage Costs Clause in Contracts

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the same.

Breakage Costs. The In addition to all amounts required to be paid by the Borrowers hereby severally indemnify pursuant to Section 2.11, each Borrower shall compensate each Lender against 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 incur continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or 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) any event, other than a default by such Lender in the performance required conversion of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any a Eurocurrency Rate Loan or BBSY BA Rate Loan prior to the end of the Interest Period in effect therefora Base Rate Loan or Canadian Base Rate Loans, including, without limitationas applicable, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above 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 2.20 (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 hereunder2.17. In the case of any Breakage Eventa Eurocurrency Rate Loan, such loss loss, cost or expense to any Lender shall include an be deemed to be the amount equal determined by such Lender to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Loan, B/A Rate that would have been applicable to such Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or Contract Period in effect (or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by which would accrue on such principal amount for such period at the interest rate which such Lender in redeploying would bid were it to bid, at the funds released or not utilized by reason commencement of such Breakage Event 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 period. A certificate of any Lender Borrower and setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower clause (e) and the Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any basis therefor within ten (10) days after receipt thereof; provided such certificate delivered by it within 10 days after its receipt of sets forth in reasonable detail the samemanner in which such amount or amounts was determined.

Breakage Costs. The Borrowers hereby severally indemnify Borrower shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender against for any loss loss, cost or expense that such Lender may sustain or incur as a consequence of (aexcluding administrative costs) any event, other than a default (the “Breakage Costs”) incurred by such Lender in the performance of its obligations hereunder, which results in (i) as reasonably documented by such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or BBSY Rate Loan prior and delivered to the end of the Interest Period in effect therefor, including, without limitation, Borrower) as a result of (i) any prepaymentprepayment of an Advance, other than an Advance which bears interest based on the acceleration of the maturity of the Obligations or for any Alternate Base Rate, on a date other reasonthan a Payment Date, (ii) any failure to repay or prepay an Advance on a Payment Date that (x) is required to be paid or (y) the conversion of any Eurocurrency Loan Borrower has elected to an ABR Loan prepay on such Payment Date, or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any Eurocurrency Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan failure on the part of the Borrower to accept or BBSY Rate Loan take an Advance as to which a Funding Request shall have been delivered to be made on the Funding Date specified in such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement and (B) a failure of an Advance (or the applicable portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with Section 2.1(c) by no later than 5:00 p.m. on the second Business Day immediately preceding the Funding Date. Such Breakage Costs to any Lender shall be deemed to include an amount determined 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject principal amount of such Breakage Event Advance had such event not occurred, at the Interest Rate that would have been applicable to such Advance, for the period from the date of such Breakage Event event to the last day of the Interest then current Accrual Period or Contract Period (or, in effect (or the case of a failure to borrow, for the period that would have been in effect) the initial Accrual Period for such Loan Advance), over (ii) the amount of Interest which would accrue on such principal amount for such period at the interest likely rate which such Lender would bid were it to be realized bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (whether or not any Advances by such Lender are in redeploying fact funded in the funds released or not utilized eurodollar market). The determination by reason any Lender of the amount of any such Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer and the Documentation Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3 or within two (2) Business Days following such prepayment in the case where no such notice is delivered (in which case, Breakage Event Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to be made, within two (2) Business Days following the stated Funding Date for such period. A certificate of any Lender setting forth any amount or amounts Advance (in which case, Breakage Costs shall include interest thereon from such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent stated Funding Date), 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) If (i) any eventLIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than a default by such Lender in Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (Program Support Provider from and against all losses, costs and expenses resulting from or arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided that each such Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, as reasonably determined by such Lender, of (i) its cost of obtaining funds and the foregoing assumption shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of To induce the Lenders to provide the LIBOR Rate on the terms provided herein, if (ai) any eventLIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than a default by such Lender in Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Transaction Document or is the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to a Lender under this subsection, this subsection shall apply only to Lenders that have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided, as reasonably determined by such Lenderhowever, that each Lender may fund each of (i) its cost of obtaining funds LIBOR Rate Advances in any manner it sees fit, and the foregoing sentence shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The Borrowers hereby severally indemnify Borrower shall pay, in accordance with the Priority of Payments, to the Administrative Agent, for payment to any applicable Lender upon the request of any Lender or Facility Agent on each date on which a prepayment is made, such amount or amounts as shall, without duplication, compensate such Lender against for any loss loss, cost or expense that such Lender may sustain or incur as a consequence of (athe “Breakage Costs”) any event, other than a default incurred by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of (i) any prepaymentprepayment of an Advance bearing interest computed by reference to the LIBO Rate, the acceleration of the maturity of the Obligations or for any other reasonthan pursuant to Section 2.02(c), on a date other than a Settlement Date, (ii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid or (y) the conversion of any Eurocurrency Loan Borrower has elected to an ABR Loan prepay on such Settlement Date, or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any Eurocurrency Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan failure on the part of the Borrower to accept or BBSY Rate Loan take an Advance as to which a Borrowing Notice shall have been delivered (and not cancelled pursuant to Section 2.01(g)) to be made by on the Borrowing Date specified in such Lender (Borrowing Notice for any reason, including any Eurocurrency Loan, B/A Loan or BBSY Rate Loan the Borrower’s failure to be made pursuant satisfy the conditions to a conversion or continuation under Section 2.10 or 2.22, as applicable) not being made after notice the making of such Loan shall have been given Advance set forth in Section 2.01 or Article III hereof, but excluding a default by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment Lender in making its share of a Eurocurrency Loan or BBSY Rate Loan is made other than on such Advance when required under the last day terms and conditions of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 this Agreement (any of the events referred to in this clause clauses i) and (aiii) 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 any Breakage Event, such loss Breakage Costs shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan Advance that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Accrual Period in effect (or that would have been in effect) for such Loan Advance over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of The determination by any Lender setting of the amount of Breakage Costs shall be set forth any amount or amounts which in a reasonably detailed certificate to the Borrower, the Master Servicer, the Lux Manager and the Administrative Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.02 hereof or within two Business Days following such prepayment in the case where no such certificate is entitled delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to receive pursuant to this Section 2.15 be made, within two Business Days following the stated Settlement Date for such Advance (in which case, Breakage Costs shall be delivered to the Applicable Borrower and the Applicable Administrative Agent include interest thereon from such stated Settlement Date), 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of To induce the Lenders to provide the LIBOR Rate on the terms provided herein, if (ai) any eventLIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than a default by such Lender in Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Transaction Document or is the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to a Lender under this subsection, this subsection shall apply only to Lenders that have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided, as reasonably determined by such Lenderhowever, that each Lender may fund each of (i) its cost of obtaining funds LIBOR Rate Advances in any manner it sees fit, and the foregoing sentence shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.Credit and Security Agreement

Breakage Costs. The In addition to all amounts required to be paid by the Borrowers hereby severally indemnify pursuant to Section 2.11, each Borrower shall compensate each Lender against 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 incur 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) any event, other than a default by such Lender in the performance required conversion of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any a Eurocurrency Rate Loan or BBSY BA Rate Loan prior to the end of the Interest Period in effect therefora Base Rate Loan or Canadian Base Rate Loans, including, without limitationas applicable, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above 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 2.20 (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 hereunder2.17. In the case of any Breakage Eventa Eurocurrency Rate Loan, such loss loss, cost or expense to any Lender shall include an be deemed to be the amount equal determined by such Lender to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Loan, B/A Rate that would have been applicable to such Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or Contract Period in effect (or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by which would accrue on such principal amount for such period at the interest rate which such Lender in redeploying would bid were it to bid, at the funds released or not utilized by reason commencement of such Breakage Event 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 period. A certificate of any Lender Borrower and setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower clause (e) and the Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any basis therefor within ten (10) days after receipt thereof; provided such certificate delivered by it within 10 days after its receipt of sets forth in reasonable detail the samemanner in which such amount or amounts was determined.

Breakage Costs. The Borrowers hereby severally indemnify Borrower shall pay to each Lender against any loss or expense Breakage Costs that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender the Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans after the performance Borrower has given a notice (if a notice is required hereunder) requesting the same in accordance with the provisions of its obligations hereunderthis Agreement, which results (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, (ic) such Lender receiving the making of a payment or being deemed to receive any amount prepayment of LIBOR Loans on account a day that is not the last day of the principal of any Eurocurrency Loan or BBSY Rate Loan prior to the end of the an Interest Period in effect therefor, including, without limitation, with respect thereto (including as a result of any prepayment, the acceleration an Event of the maturity of the Obligations Default) or for any other reason, (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 a request by the Applicable Borrower pursuant to Section 2.20 (2.14(b) of any Term Loan other than on the last day of the events referred to in this clause (a) being called a an Interest Period therefor. “Breakage Event”) or (b) any default in Costs” shall be the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such LenderLender to be the excess, if any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is principal amount of the subject amount of the Term Loan had such Breakage Event event not occurred, at the 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 Breakage Event event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or Contract Period in effect (or continue a LIBOR Loan, for the period that would have been in effect) the Interest Period for such Loan Term Loan), over (ii) the amount of interest likely which would accrue on such principal amount for such period at the interest rate which a lender would reasonably be expected to be realized by such Lender in redeploying bid were it to bid, at the funds released or not utilized by reason commencement of such Breakage Event period, for such perioddeposits in Dollars of a comparable amount and period from other banks in the London interbank market. A certificate of as to any Lender setting forth any amount or amounts which such Lender is entitled to receive payable pursuant to this Section 2.15 shall be delivered 2.11 submitted to the Applicable Borrower and the Applicable Administrative Agent and by any Lender shall be conclusive absent in the absence of manifest error. The Applicable Borrower This covenant shall pay such Lender survive the amount shown as due on any such certificate delivered by it within 10 days after its receipt repayment of the sameTerm Loans and the termination of this Agreement and the other Financing Documents.

Breakage Costs. The In addition to all amounts required to be paid by the Borrowers hereby severally indemnify pursuant to Section 2.10 (Interest), the applicable Borrower shall compensate each Lender against Lender, upon written 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 Eurodollar Rate Loans or Peso TIIE Rate Loans to such Borrower but excluding any loss of the Applicable 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 incur continuation of Eurodollar Rate Loans or Peso TIIE Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or 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 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan or Peso TIIE Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of (a) any event, other than a default by such Lender in the performance required conversion of its obligations hereunder, which results in (i) such Lender receiving or being deemed a Eurodollar Rate Loan to receive any amount on account of the principal of any Eurocurrency a Base Rate Loan or BBSY Peso TIIE Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, a Peso Base Rate Loan as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above or (iv) other than with respect as a consequence of any failure by any Borrower to any Defaulting Lender, any assignment of a Eurocurrency Loan repay Eurodollar Rate Loans or BBSY Peso TIIE Rate Loan is made other than on Loans when required by the last day of the Interest Period terms hereof. The Lender making demand for such Loan compensation shall deliver to applicable Borrower concurrently with such demand a written statement as a result of a request by the Applicable Borrower pursuant to Section 2.20 (any of the events referred to in such losses, expenses and liabilities, and this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to statement shall be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal conclusive and binding for all purposes as to the excess, as reasonably determined by amount of compensation due to such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against In the event that the Borrower prepays any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account portion of the principal of any Eurocurrency Loan or BBSY Rate Loan prior to the end amount of the Interest Period in effect thereforTerm Loan before the Maturity Date (either voluntarily, includingpursuant to Section 2.4, without limitation, or as may be required by the Lenders as a result of an Event of Default, pursuant to Article 8), then the Borrower shall reimburse each Lender for the actual costs, losses and expenses incurred by such Lender, and any prepayment, the acceleration of the 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 each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be payments made by such Lender to any counterparty (it being agreed that the application of any funds or other property on deposit with, or held for the benefit of, any counterparty or any set-off by such counterparty shall be deemed 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 Lender in connection with making the Term Loan (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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized rate swap transaction entered into by such Lender pursuant to an assignment or novation of all or a portion of an Initial Lender’s position in redeploying such swap or derivative transaction at the funds released or not utilized by reason of time such Breakage Event for such periodLender becomes a party hereto pursuant to and in accordance with Section 10.7). A certificate of any Lender setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.15 11.2 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent by such Lender and shall be conclusive presumptively correct absent manifest error. The Applicable Borrower shall pay to the Administrative Agent for the account of such Lender the amount shown as due on any such certificate delivered by it within 10 days two (2) Business Days after its receipt of such certificate or, if later, on the samedate 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 shown as due on such certificate shall be immediately due and payable by the Borrower on the date the Borrower receives such certificate.

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Lender against and Synthetic Investor, upon 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 Eurodollar Rate Loan to the Borrower or such Synthetic Investor’s Credit-Linked Deposit, but excluding any loss of the Applicable Margin or other profit on the relevant Loans) that such Lender or Synthetic Investor may sustain (i) if for any reason a proposed Borrowing or incur continuation of, or conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by 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 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid 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) any event, other than a default by such Lender in the performance required conversion of 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 a Eurodollar Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, a Base Rate Loan as a result of any prepayment, the acceleration of the maturity events indicated in Section 2.14(d), (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof, (v) as a consequence of the Obligations or for any other reason, (ii) the conversion assignment of any Eurocurrency Eurodollar Rate 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 each case other than on the last day of the an Interest Period in effect therefor, (iii) 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 therefor as a result of a request by the Applicable Borrower pursuant to Section 2.20 (any of the events referred to in this clause (a) being called a “Breakage Event”2.17 or Section 11.1(c) or (bvi) if, for any default reason, the Fronting Lender is required to make any payment in the making respect of any payment Credit-Linked Deposit or prepayment required to be made hereunder. In the case reimburse any Synthetic Investor for any similar loss, expense or liability in respect of any Breakage EventCredit-Linked Deposit. Without limiting the foregoing, such loss if any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Fronting Lender as provided herein shall include an amount equal be subsequently reimbursed to the excessFronting Lender by the Borrower or any other Loan Party other than on the last day of a calendar quarter, as reasonably determined by the Fronting Lender shall invest the amount so reimbursed in overnight or short-term cash equivalent investments until the end of such calendar quarter and the Borrower shall pay to the Fronting Lender, upon the Fronting Lender’s request therefor, the amount, if any, by which the interest accrued on a like amount of (i) its cost the Credit-Linked Deposits at the Eurodollar Rate for such calendar quarter shall exceed the interest earned through the investment of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event amount so reimbursed for the period from the date of such Breakage Event to reimbursement through the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason end of such Breakage Event for calendar quarter, as determined by the Fronting Lender (such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled determination to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive absent manifest error) and set forth in the request for payment delivered to the 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 Fronting Lender with respect to such amount. The Applicable Lender or Synthetic Investor making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall pay such Lender be conclusive as to the amount shown as of compensation due on any to such certificate delivered by it within 10 days after its receipt of the sameLender, absent manifest error.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in Borrower shall pay to the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on Administrative Agent for the account of the principal applicable Lender, upon the request of any Eurocurrency Loan Lender or BBSY Rate Loan prior to the end of the Interest Period in effect thereforAdministrative Agent on each date on which a prepayment is made, includingsuch amount or amounts as shall, without limitationduplication, as a result of any prepayment, the acceleration of the maturity of the Obligations or compensate such Lender for any other reasonloss, cost or expense (iithe “Breakage Costs”) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made incurred 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender) as a result of (i) any prepayment of an Advance which bears interest based on the CP Rate or the Adjusted Eurodollar Rate (and interest thereon) arising under this Agreement or the Support Facilities on a date other than a Payment Date, or (ii) any failure of an Advance as to which a Funding Request shall have been delivered to be made on the Funding Date specified in such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Sections 2.1 or 2.2(a) or Article III, but excluding a default by a Lender in making its share of such Advance when required under the terms and conditions of this Agreement. In the case of an Advance bearing interest based on the Adjusted Eurodollar Rate, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject principal amount of such Breakage Event Advance had such event not occurred, at the Adjusted Eurodollar Rate that would have been applicable to such Advance, for the period from the date of such Breakage Event event to the last day of the Interest then current Accrual Period or Contract Period (or, in effect (or the case of a failure to borrow, for the period that would have been in effect) the initial Accrual Period for such Loan Advance), over (ii) the amount of Interest which would accrue on such principal amount for such period at the interest likely rate which such Lender would bid were it to be realized bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (whether or not any Advances by such Lender are in redeploying fact funded in the funds released eurodollar market). In the case of an Advance bearing interest based on the CP Rate, such loss, cost or not utilized by reason expense to any Conduit Lender shall in no event exceed the amount of interest which would have accrued on the principal amount of such Breakage Event Advance had such event not occurred, at the CP Rate that would have been applicable to such Advance, for the period from the date of such event to the last day of the then current Accrual Period (or, in the case of a failure to borrow, for the period that would have been the initial Accrual Period for such periodAdvance). A certificate In the case of a prepayment, the determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower delivered by the applicable Lender setting forth any amount or amounts which prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3(b) or within two (2) Business Days following such prepayment in the case where no such notice is entitled delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to receive pursuant to this Section 2.15 be made, within two (2) Business Days following the stated Funding Date for such Advance (in which case, Breakage Costs shall be delivered to the Applicable Borrower and the Applicable Administrative Agent include interest thereon from such stated Funding Date), 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify Borrower shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender against for any loss loss, cost or expense that such Lender may sustain or incur as a consequence of (athe “Breakage Costs”) any event, other than a default incurred by such Lender in the performance of its obligations hereunder, which results in (i) as reasonably documented by such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or BBSY Rate Loan prior and delivered to the end of the Interest Period in effect therefor, including, without limitation, Borrower) as a result of (i) any prepayment, prepayment of an Advance which bears interest based on the acceleration of the maturity of the Obligations or for any LIBO Rate on a date other reasonthan a Payment Date, (ii) any failure to repay or prepay an Advance on a Payment Date that (x) is required to be paid or (y) the conversion of any Eurocurrency Loan Borrower has elected to an ABR Loan prepay on such Payment Date, or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any Eurocurrency Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan failure on the part of the Borrower to accept or BBSY Rate Loan take an Advance as to which a Funding Request shall have been delivered to be made on the Funding Date specified in such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement and (B) a failure of an Advance (or the applicable portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with Section 2.1(c) by no later than 5:00 p.m. on the second Business Day immediately preceding the Funding Date. Such Breakage Costs to any Lender shall be deemed to include an amount determined 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject principal amount of such Breakage Event Advance had such event not occurred, at the LIBO Rate that would have been applicable to such Advance, for the period from the date of such Breakage Event event to the last day of the Interest then current Accrual Period or Contract Period (or, in effect (or the case of a failure to borrow, for the period that would have been in effect) the initial Accrual Period for such Loan Advance), over (ii) the amount of Interest which would accrue on such principal amount for such period at the interest likely rate which such Lender would bid were it to be realized bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (whether or not any Advances by such Lender are in redeploying fact funded in the funds released or not utilized eurodollar market). The determination by reason any Lender of the amount of any such Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer and the Documentation Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3 or within two (2) Business Days following such prepayment in the case where no such notice is delivered (in which case, Breakage Event Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to be made, within two (2) Business Days following the stated Funding Date for such period. A certificate of any Lender setting forth any amount or amounts Advance (in which case, Breakage Costs shall include interest thereon from such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent stated Funding Date), 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any eventTo induce the Lenders to provide the LIBOR Rate on the terms provided herein, other than a default by such Lender in the performance of its obligations hereunder, which results in if (i) such Lender receiving or being deemed to receive any amount on account LIBOR Rate Advances are, except by reason of the principal requirements in Section 2.03(c), repaid in whole or in part on any date other than an Interest Payment Date (whether that repayment is made pursuant to any other provision of this Agreement or any Eurocurrency Loan other Related Document or BBSY Rate Loan prior to is the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided, as reasonably determined however, that each Lender may fund each of its LIBOR 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 Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such Lenderloss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, of binding and conclusive on the Borrower (absent manifest error) for all purposes. Notwithstanding the foregoing, the Borrower shall in no case be liable for any Breakage Costs incurred pursuant to clause (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY first sentence of this Section 2.10 if the principal amount of any repayment of LIBOR Rate Loan that is the subject of such Breakage Event for the period from the Advances made on any date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender determination is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the sameless than $25,000,000.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of To induce the Lenders to provide the LIBOR Rate on the terms provided herein, if (ai) any eventLIBOR Rate Advances are, except by reason of the requirements in Section 2.3(c), repaid in whole or in part on any date other than a default by such Lender in Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Transaction Document or is the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to a Lender under this subsection, this subsection shall apply only to Lenders that have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided, as reasonably determined by such Lenderhowever, that each Lender may fund each of (i) its cost of obtaining funds LIBOR Rate Advances in any manner it sees fit, and the foregoing sentence shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The Borrowers Borrower hereby severally indemnify indemnifies each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of 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 Revolving Loan prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the 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 Revolving Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan or BBSY Rate Revolving 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 (or deemed given) by a the Borrower hereunder (or by the Australian Agent hereunder) or (iv) other than with respect to any Defaulting Lender, any assignment of a Eurocurrency Loan or BBSY Rate Revolving Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 2.21 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Revolving Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Australian 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any eventTo induce Lenders to provide the LIBOR Rate -------------- option on the terms provided herein, other than a default by such Lender in the performance of its obligations hereunder, which results in if (i) such Lender receiving any LIBOR Rate Loans are repaid in whole or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or BBSY Rate Loan in part prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the 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 each case other than on the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the Interest Period result of acceleration, by operation of law or otherwise); (ii) Borrower shall default in effect therefor, payment when due of the principal amount of or interest on any LIBOR Rate Loan; (iii) Borrower shall default in making any Eurocurrency Loanborrowing of, 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 into or continuation under Section 2.10 or 2.22, as applicable) not being made of LIBOR Rate Loans after Borrower has given notice of such Loan shall have been given by a Borrower hereunder requesting the same in accordance herewith; or (iv) other than with respect Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan or BBSY LIBOR Rate Loan is made other than on the last day of the Interest Period for such Loan as after Borrower has given a result of a request by the Applicable notice thereof in accordance herewith, Borrower pursuant to Section 2.20 (shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the events referred to in this clause foregoing. Such indemnification shall include any loss (a) being called a “Breakage Event”including loss of margin) or (b) any default expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this paragraph 5, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Loan and having a maturity comparable to the relevant LIBOR Period; provided, as reasonably determined by such Lenderhowever, that each Lender may fund each of (i) its cost of obtaining funds -------- ------- LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this paragraph 5. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Notes and all other Obligations payable hereunder. As promptly as practicable under the amount circumstances, each Lender shall provide Borrower with its written calculation of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or all amounts which such Lender is entitled to receive payable pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive paragraph 5, and, absent manifest error. The Applicable , such calculation shall be binding on the parties hereto unless Borrower shall pay object in writing within ten (10) Business Days of receipt thereof, specifying the basis for such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the sameobjection in detail.

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Lender against Lender, upon 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 to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may sustain (other than resulting from the gross negligence or incur 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 a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by 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 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of (a) any event, other than a default by such Lender in the performance required conversion of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any a Eurocurrency Loan or BBSY Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, a Base Rate Loan as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above or (iv) other than with respect as a consequence of any failure by the Borrower to any Defaulting Lender, any assignment of a repay Eurocurrency Loan or BBSY Rate Loan is made other than on Loans when required by the last day of the Interest Period terms hereof. The Lender making demand for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss compensation shall include an amount equal deliver to the excessBorrower concurrently with such demand a written statement as to such losses, as reasonably determined by such Lenderexpenses and liabilities, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to and this Section 2.15 statement shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the sameprima facie evidence thereof.

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Lender against and Tranche B Investor, upon 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 Eurodollar Rate Loan to the Borrower or such Tranche B Investors’ Credit-Linked Deposit, but excluding any loss of the Applicable Margin or other profit on the relevant Loans) that such Lender or Tranche B Investor may sustain (i) if for any reason a proposed Borrowing or incur continuation of, or conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by 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 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 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) any event, other than a default by such Lender in the performance required conversion of 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 a Eurodollar Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, a Base Rate Loan as a result of any prepaymentof the events indicated in clause (d) above, (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof or (v) if, for any reason, the acceleration Fronting Lender is required to make any payment in respect of the maturity of the Obligations any Credit-Linked Deposit or to reimburse any Tranche B Investor for any other reasonsimilar loss, (ii) the conversion expense or liability in respect of any Eurocurrency 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 Borrower or any other 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 each case Party other than on the last day of a calendar quarter, the Interest Period Fronting Lender shall invest the amount so reimbursed in effect overnight or short-term cash equivalent investments until the end of such calendar quarter and the Borrower shall pay to the Fronting Lender, upon the Fronting Lender’s request therefor, (iii) any Eurocurrency Loanthe amount, B/A Loan or BBSY Rate Loan to be made if any, by such Lender (including any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made pursuant to which the interest accrued on 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 like amount of the Interest Period Credit-Linked Deposits at the Eurodollar Rate for such Loan as a result of a request by calendar quarter shall exceed the Applicable Borrower pursuant to Section 2.20 (any interest earned through the investment 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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event so reimbursed for the period from the date of such Breakage Event to reimbursement through the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason end of such Breakage Event for calendar quarter, as determined by the Fronting Lender (such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled determination to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive absent manifest error) and set forth in the request for payment delivered to the 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 Fronting Lender with respect to such amount. The Applicable Lender or Tranche B Investor making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall pay such Lender be conclusive as to the amount shown as of compensation due on any to such certificate delivered by it within 10 days after its receipt of the sameLender, absent manifest error.

Breakage Costs. The In addition to all amounts required to be paid by the Borrowers hereby severally indemnify pursuant to Section 2.10 (Interest), the applicable Borrower shall compensate each Lender against Lender, promptly upon written 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 Rate Loans to the Borrowers) 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 incur continuation of Eurocurrency Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by a Borrower or in a telephonic request by a Borrower for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period or (iii) as a consequence of (a) any event, other than a default by such Lender in the performance required conversion of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any a Eurocurrency Loan or BBSY Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, a Base Rate Loan as a result of any prepayment, the acceleration of the maturity of the Obligations events indicated in clause (b) or for any other reason(c) above. Such loss, (ii) the conversion of any Eurocurrency Loan to an ABR Loan cost or U.S. Base Rate Loans or the conversion of the Interest Period with respect expense to any Eurocurrency Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan or BBSY Rate Loan Lender shall be deemed to be made include an amount determined 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for 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, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or Contract Period in effect (or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by which would accrue on such Lender in redeploying principal amount for such period at the funds released or not utilized by reason of such Breakage Event applicable Eurocurrency Rate for such period. A certificate of any The Lender setting forth any amount or amounts which making demand for such Lender is entitled to receive pursuant to this Section 2.15 compensation shall be delivered deliver to the Applicable Borrower Company concurrently with such demand a certificate which includes calculations in reasonable detail as to such losses, expenses and the Applicable Administrative Agent liabilities, and this statement shall be conclusive as to the amount of compensation due to such Lender, absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of 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 SOFR Loan, Term XXXXX Loan or BBSY Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, (ii) the conversion of any Eurocurrency SOFR Loan to an ABR Loan or U.S. Base Rate Loans Loans, the conversion of any Term XXXXX Loan to a Canadian Prime Rate Loan or the conversion of the Interest Period with respect to any Eurocurrency SOFR Loan, Term XXXXX Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency SOFR Loan, B/A Term XXXXX Loan or BBSY Rate Loan to be made by such Lender (including any Eurocurrency SOFR Loan, B/A Term XXXXX Loan or BBSY Rate Loan to be made pursuant to a conversion or continuation under Section 2.10 or 2.22, as applicable2.10) not being made after notice of such -81- |US-DOCS\152183578.7|| Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Eurocurrency SOFR Loan, Term XXXXX Loan or BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency SOFR Loan, B/A Term XXXXX Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers Borrower hereby severally indemnify indemnifies each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 applicable2.10) not being made after notice of such Loan shall have been given by a the 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of 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 EurocurrencySOFR Loan or BBSY Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, (ii) the conversion of any Eurocurrency EurocurrencySOFR Loan to an ABR Loan or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any Eurocurrency EurocurrencySOFR Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency EurocurrencySOFR Loan, B/A Loan or BBSY Rate Loan to be made by such Lender (including any Eurocurrency EurocurrencySOFR 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 EurocurrencySOFR Loan or BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency EurocurrencySOFR Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender Xxxxxx in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the same.. SECTION 2.16

Breakage Costs. The Borrowers hereby severally indemnify each Lender against In addition to any loss or expense that such Lender may sustain or incur amounts due in connection with the redemption of the Bond as a consequence of (a) any eventset forth above, other than a default by such Lender in the performance event of its obligations hereunder, which results in (i) such Lender receiving any redemption or being deemed to receive any amount on account prepayment of the principal of Bond for any Eurocurrency Loan reason, whether by redemption, prepayment, acceleration or BBSY Rate Loan prior otherwise, there shall be paid to the end Bank an additional amount equal to the sum of all actual losses or expenses suffered or incurred by the Interest Period in effect therefor, including, without limitation, Bank as a result of any the redemption or prepayment, the acceleration which is specifically limited to any loss, breakage or other cost or expense incurred by reason of the maturity termination of any interest rate protection agreement .. On each such redemption date, payment or provision for payment of the Obligations or for any other reasonredemption price having been made, (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans this Bond or the conversion portion thereof so called for redemption shall become due and payable on the redemption date, and interest shall cease to accrue thereon from and after the redemption date. In the event of a redemption of this Bond in whole, the redemption price shall be paid to the Bank only upon surrender of this Bond at the principal office of the Borrower or such other place as the Borrower shall designate on such Interest Period with respect to any Eurocurrency Loan Payment Date. In the event of a partial optional or BBSY Rate Loanmandatory redemption, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to payment shall be made by such Lender (including any Eurocurrency Loanwire transfer of immediately available funds without presentation and surrender of this Bond, 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 provided that the Borrower’ record 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive and binding upon the Bank and each succeeding owner of this Bond, absent manifest error. The Applicable Borrower Agreement permits the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the owner of this Bond upon the terms set forth therein. Any consent or waiver by the owner of this Bond shall pay be conclusive and binding upon such Lender Bank and upon all future owners of this Bond and of any Bond issued upon the amount shown as due transfer of this Bond whether or not notation of such consent or waiver is made hereon. The Agreement also contains provisions permitting the owner of this Bond to waive certain past defaults under the Agreement and their consequences. This Bond is issued under and pursuant to, and in full compliance with the laws of the Commonwealth, including particularly the Act, which shall govern its construction, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and this Bond. No covenant or agreement contained in this Bond shall be deemed to be the covenant or agreement of any member, officer, attorney, agent or employee of the Authority in an individual capacity. No recourse shall be had for the payment of principal, premium, if any, or interest on this Bond or any claim based thereon or on any such certificate instruments and documents executed and delivered by it within 10 days after its receipt the Authority in connection with the Project Facilities, against any officer, member, agent, attorney or employee of the same.Authority past, present or future, or any successor body or their representative heirs, personal representatives, successors, as such, either directly or through the Authority, or any such successor body, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all of such liability being hereby released as a condition of and as a consideration for the execution and delivery of this Bond. This Bond shall not constitute the personal obligation, either jointly or severally, of any director, officer, employee or agent of the Authority. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and issuance of this Bond do exist, have happened, exist and have been performed. Signatures follow on next page

Breakage Costs. The Borrowers hereby severally indemnify each To induce the SMBC Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any eventGroup to provide the LIBOR Rate on the terms provided herein, other than a default by such Lender in the performance of its obligations hereunder, which results in if (i) such Lender receiving or being deemed to receive any amount on account LIBOR Rate Advances are, except by reason of the principal requirements in Section 2.03(c), repaid in whole or in part on any date other than an Interest Payment Date (whether that repayment is made pursuant to any other provision of this Agreement or any Eurocurrency Loan other Related Document or BBSY Rate Loan prior to is the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan or BBSY LIBOR Rate Loan is made other than on Advance after the last day Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each applicable member of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (SMBC Lender Group from and against all losses, costs and expenses resulting from or arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to a member of the SMBC Lender Group under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided, as reasonably determined by however, that each such LenderLender may fund each of its LIBOR Rate Advances in any manner it sees fit, of (i) its cost of obtaining funds and the foregoing assumption shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by or on behalf of Borrower or Co-Borrower pursuant to SECTION 2.10, Borrower and Co-Borrower shall compensate each Lender against Lender, upon 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 Eurodollar Rate Loans to Borrower or Co-Borrower but excluding any loss of the Applicable 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 incur continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by Borrower and/or Co-Borrower, as applicable (or in a telephonic request), for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to SECTION 2.11, (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to SECTION 2.9) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of (a) any event, other than a default by such Lender in the performance required conversion of 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 a Eurodollar Rate Loan prior to a Base Rate Loan on a date that is not the end last day of the an Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iic) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above or (iv) other than with respect as a consequence of any failure by Borrower or Co-Borrower to any Defaulting Lender, any assignment of a Eurocurrency Loan or BBSY repay Eurodollar Rate Loan is made other than Loans on the last day of the Interest Period date specified in any notice delivered pursuant hereto. The Lender making demand for such Loan compensation shall deliver to Borrower and/or Co-Borrower, as applicable, concurrently with such demand a result of a request by the Applicable Borrower pursuant written statement as to Section 2.20 (any of the events referred to in such losses, expenses and liabilities, and this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to statement shall be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal conclusive as to the excess, as reasonably determined by amount of compensation due to such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower Determination of amounts payable under this SECTION 2.14(D) in connection with a Eurodollar Rate Loan shall pay such be calculated as though each Lender funded its Eurodollar Loan through the amount shown as due on any such certificate delivered by it within 10 days after its receipt purchase of a deposit of the sametype and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the 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 each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, Loan or B/A Loan or BBSY Rate Loan to be made by such Lender (including any Eurocurrency Loan, Loan or 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, Loan or B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of To induce the Lenders to provide the LIBOR Rate on the terms provided herein, if (ai) any eventLIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than a default by such Lender in Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Transaction Document or is the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to a Lender under this subsection, this subsection shall apply only to Lenders that have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided, as reasonably determined by such Lenderhowever, that each Lender may fund each of (i) its cost of obtaining funds LIBOR Rate Advances in any manner it sees fit, and the foregoing sentence shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.Amended and Restated Credit and Security Agreement

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Lender against and Synthetic Investor, upon 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 Eurodollar Rate Loan to the Borrower or such Synthetic Investor’s Credit-Linked Deposit, but excluding any loss of the Applicable Margin or other profit on the relevant Loans) that such Lender or Synthetic Investor may sustain (i) if for any reason a proposed Borrowing or incur continuation of, or conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by 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 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 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) any event, other than a default by such Lender in the performance required conversion of 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 a Eurodollar Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, a Base Rate Loan as a result of any prepaymentof the events indicated in Section 2.14(d), (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof or (v) if, for any reason, the acceleration Fronting Lender is required to make any payment in respect of the maturity of the Obligations any Credit-Linked Deposit or to reimburse any Synthetic Investor for any other reasonsimilar loss, (ii) the conversion expense or liability in respect of any Eurocurrency 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 Borrower or any other 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 each case Party other than on the last day of a calendar quarter, the Interest Period Fronting Lender shall invest the amount so reimbursed in effect overnight or short-term cash equivalent investments until the end of such calendar quarter and the Borrower shall pay to the Fronting Lender, upon the Fronting Lender’s request therefor, (iii) any Eurocurrency Loanthe amount, B/A Loan or BBSY Rate Loan to be made if any, by such Lender (including any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made pursuant to which the interest accrued on 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 like amount of the Interest Period Credit-Linked Deposits at the Eurodollar Rate for such Loan as a result of a request by calendar quarter shall exceed the Applicable Borrower pursuant to Section 2.20 (any interest earned through the investment 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 any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event so reimbursed for the period from the date of such Breakage Event to reimbursement through the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason end of such Breakage Event for calendar quarter, as determined by the Fronting Lender (such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled determination to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive absent manifest error) and set forth in the request for payment delivered to the 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 Fronting Lender with respect to such amount. The Applicable Lender or Synthetic Investor making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall pay such Lender be conclusive as to the amount shown as of compensation due on any to such certificate delivered by it within 10 days after its receipt of the sameLender, absent manifest error.

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Lender against Revolving Credit Lender, upon 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 Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) if for any reason (other than solely by reason of such Lender receiving being a Non-Funding Lender) a proposed Borrowing, conversion into or being deemed continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by 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 receive Section 2.11 (Conversion/Continuation Option), (ii) if for any amount reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on account a date that is not the last day of the principal applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of any Eurocurrency Loan an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or BBSY repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Interest Period in effect thereforRevolving Credit Termination Date, including, without limitation, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above or (iv) other than with respect as a consequence of any failure by the Borrower to any Defaulting Lender, any assignment of a Eurocurrency Loan or BBSY repay Eurodollar Rate Loan is made other than on Loans when required by the last day of the Interest Period terms hereof. The Revolving Credit Lender making demand for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss compensation shall include an amount equal deliver to the excessBorrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely compensation due to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive Revolving Credit Lender, absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.7, the Borrower shall compensate each Tranche B Lender, and, to the extent Tranche A has been funded by the Alternate Tranche A Lender against or Tranche A has been assigned by the Primary Tranche A Lender to the Alternate Tranche A Lender pursuant to Section 11.2 or the Primary Tranche A Lender has funded Tranche A other than through the issuance of Commercial Paper, each Tranche A Lender), upon 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 portion of the Loan, but excluding Taxes) which that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the maturity of the Obligations or if for any other reasonreason the proposed Borrowing does not occur on a date specified therefor in the Notice of Borrowing given by a Borrower in accordance with this Agreement, (ii) subject to the conversion of Borrower's right to utilize the Prepayment Breakage Avoidance Procedure, if for any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion reason any portion of the Interest Period with respect Loan is prepaid (including mandatorily pursuant to any Eurocurrency Loan Section 2.6 or BBSY Rate Loan, in each case other than this Section 2.10) on a date which is not the last day of the applicable Interest Period in effect therefor, or (iii) as a consequence of 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 failure by a Borrower hereunder or (iv) other than with respect to repay any Defaulting Lender, any assignment of a Eurocurrency Loan or BBSY Rate Loan is made other than on the last day portion of the Interest Period Loan when required by the terms hereof. The Lender making demand for such compensation shall deliver to the Borrower (with a copy to the Agent, the Board and the Loan Administrator) concurrently with such demand a written statement as a result to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of a request by compensation due to that Lender absent manifest error, and such compensation shall be paid to the Applicable Borrower pursuant to Section 2.20 (any Agent for the account 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 hereundersuch Lender. In the case of any Breakage Event, such loss Such compensation shall include not exceed an amount equal to the excess, as reasonably determined by such Lenderif any, of (ia) its cost the amount of obtaining funds for interest that would have accrued on the Eurocurrency Loanamount so prepaid, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event not so borrowed or repaid, for the period from the date of such Breakage Event prepayment or of such failure to borrow or repay to the last day of the then applicable Interest Period or Contract (or, in the case of a failure to borrow, the Interest Period in effect (or that would have been commenced on the date of such failure to borrow) in effect) each case at the applicable rate of interest for such Loan provided for in this Agreement over (iib) the amount of interest likely to be realized (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in redeploying the funds released or LIBOR market (it being understood that the Borrower shall not utilized by reason of such Breakage Event for such period. A certificate of be required to indemnify any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered for lost profits other than to the Applicable Borrower and the 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 10 days after its receipt of the sameextent included in clause (a) above).

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Lender against Revolving Credit Lender, upon 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 Term SOFR Loans or Daily Simple SOFR Loans, as applicable, or EURIBOR Rate Loans to the Borrower but excluding any loss of the Applicable 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 Defaulting Lender) a proposed Borrowing, conversion to or incur continuation of Term SOFR Loans or EURIBOR Rate Loans or 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 or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or, if applicable, a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Term SOFR Loan or EURIBOR Rate Loans is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period 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 (aA) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed Term SOFR Loan to receive any amount on account of the principal of any Eurocurrency a Daily Simple SOFR Loan or BBSY a Base Rate Loan, as applicable, or (B) a Daily Simple SOFR Loan prior to the end of the Interest Period a Base Rate Loan, in effect therefor, including, without limitationeach case, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above or (iv) other than with respect as a consequence of any failure by the Borrower to any Defaulting Lenderrepay Term SOFR Loans, any assignment of a Eurocurrency Loan Daily Simple SOFR Loans or BBSY EURIBOR Rate Loan is made other than on Loans when required by the last day of the Interest Period terms hereof. The Revolving Credit Lender making demand for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION compensation shall include an amount equal deliver to the excess, as reasonably determined by Borrower concurrently with such Lender, of (i) its cost of obtaining funds demand a written statement setting forth in reasonable detail the basis for the Eurocurrency Loanamount so determined as to such losses, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event expenses and liabilities, and this statement shall be conclusive as to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely compensation due to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive Revolving Credit Lender, absent manifest error. The Applicable Borrower Borrower’s obligations under this Section 2.14(e) (Breakage Costs) shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt survive payment in full of the sameObligations or the termination of this Agreement.

Breakage Costs. The Borrowers hereby severally indemnify each To induce the Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any eventto provide the LIBOR Rate option on the terms provided herein, other than a default by such Lender in the performance of its obligations hereunder, which results in if (i) such Lender receiving any LIBOR Rate Advances are repaid in whole or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or BBSY Rate Loan in part prior to the end last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in making payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loanborrowing of, B/A Loan conversion into or BBSY continuation of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loanfailure to satisfy conditions precedent to the making of, B/A Loan or BBSY Rate Loan to be made pursuant to a conversion or continuation under Section 2.10 or 2.22of, as applicable) not being made after notice of such Loan shall have been given by a Borrower hereunder any LIBOR Rate Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith; then, in any such case, the Borrower shall indemnify and hold harmless the Lender from and against all losses, costs and expenses resulting from or BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a “any such loss, cost or expense, "Breakage Event”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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to the Lender under this subsection, the Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance and having a maturity comparable to the relevant LIBOR Period; provided, as reasonably determined by such Lenderhowever, of (i) its cost of obtaining funds that the Lender may fund LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Revolving Notes and all other amounts payable hereunder. The determination by the Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any eventTo induce Lenders to provide the -------------- LIBOR Rate option on the terms provided herein, other than a default by such Lender in the performance of its obligations hereunder, which results in if (i) such Lender receiving or being deemed to receive any amount on account LIBOR Rate Advances are, except by reason of the principal of any Eurocurrency Loan requirements in Section 2.03(c), repaid in whole or BBSY Rate Loan --------------- in part prior to the end last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loanborrowing of, B/A Loan conversion into or BBSY continuation of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a “any such loss, cost or expense, "Breakage Event”Costs"). Such indemnification shall include any loss -------------- (including loss of margin) or (b) expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained. Each Lender shall make a good faith effort to reinvest any default repayment proceeds received from the Borrower in order to mitigate the making losses which would otherwise be reimbursable under this Section 2.10. For the purpose ------------ of any payment or prepayment required calculating amounts payable to a Lender under this subsection, each Lender shall be made hereunder. In deemed to have actually funded its relevant LIBOR Rate Advance through the case purchase of any Breakage Event, such loss shall include a deposit bearing interest at the LIBOR Rate in an amount equal to the excessamount of that LIBOR Rate Advance and having a maturity comparable to the relevant LIBOR Period; provided, as reasonably determined however, that each Lender may fund each of its -------- ------- LIBOR 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 Revolving Notes and all other amounts payable hereunder. The determination by such Lender, Lender of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any eventTo induce the Lenders to provide the LIBOR Rate and CP Rate on the terms provided herein, other than a default by such Lender in the performance of its obligations hereunder, which results in if (i) such Lender receiving any LIBOR Rate Advances or being deemed to receive any amount on account CP Rate Advances are, except by reason of the principal requirements in Section 2.03(c), repaid in whole or in part on any date other than an Interest Payment Date (whether that repayment is made pursuant to any other provision of this Agreement or any Eurocurrency Loan other Related Document or BBSY Rate Loan prior to is the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan LIBOR Rate Advance or BBSY CP Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advances; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan borrowing of LIBOR Rate Advances or BBSY CP Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan failure to satisfy conditions precedent to the making of any LIBOR Rate Advances or BBSY CP Rate Loan to be made pursuant to a conversion or continuation under Section 2.10 or 2.22, as applicableAdvances) not being made after notice of such Loan shall have been given by a Borrower hereunder or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (bif any) but shall be limited to the interest which would have accrued through the next Interest Payment Date as the applicable interest rate for such Advance minus any default net amounts actually earned on the reemployment of such funds. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance or CP Rate Advance, as applicable, through the purchase of a deposit bearing interest at the LIBOR Rate or the CP Rate, as applicable, in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance or CP Rate Advance, as reasonably determined by such Lenderapplicable; provided, however, that each Lender may fund each of (i) its cost of obtaining funds LIBOR Rate Advances or CP Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The Borrowers Borrower hereby severally indemnify each acknowledges and agrees that Lender against any loss will incur additional costs, expenses and/or liabilities (which may include interest or expense that fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such Lender may sustain or incur funds were obtained) as a consequence of (a) any event, other than a default by such Lender Borrower in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account payment of the principal of or interest on a LIBOR Rate Loan, (b) any Eurocurrency Loan Prepayment (whether voluntary or BBSY mandatory) of the LIBOR Rate Loan prior to the end of the Interest Period in effect thereforon a day that is not a Payment Date, including, without limitation, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, (iic) the conversion (for any reason whatsoever, whether voluntary or involuntary) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan or BBSY a LIBOR Rate Loan to be made by such Lender (including any Eurocurrency Loan, B/A Loan or BBSY a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to be made pursuant to a conversion or continuation under Section 2.10 or 2.22, as applicable) not being made after notice ascertain the extent of such Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lendercosts and liabilities. Therefore, any assignment upon the occurrence 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 a request by the Applicable Borrower pursuant to Section 2.20 (any of the events referred to described in this clause the foregoing clauses (a) being called a “Breakage Event”) or ), (b) any default ), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Eventother Loan Documents, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of difference between (i) its cost the amount of obtaining funds interest that would have accrued on the Outstanding Principal Balance for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day remainder of the Interest Period or Contract Period at the Applicable Interest Rate then in effect (or that would have been in effect) for such Loan over Interest Period, less (ii) the amount of interest likely to be realized by such Lender in redeploying that would accrue on the funds released or not utilized by reason Outstanding Principal Balance for the remainder of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Interest Period if the Applicable Borrower and Interest Rate were set on the Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on date any such certificate delivered by it within 10 days after its receipt of the sameevents described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER 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, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTY.

Breakage Costs. The Borrowers hereby severally indemnify each Borrower shall pay to Lender against within five (5) Business Days of Borrower’s receipt of Lender’s request therefor and notwithstanding contrary provisions contained in any loss of the Loan Documents, such amounts as reasonably necessary to compensate Lender for the loss, cost or expense that such Lender which it may sustain or reasonably incur as a consequence of (a) any event, other than a default by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of (i) any payment or prepayment, the acceleration under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of the 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 each case on a date other than on the last day of the applicable Interest Period in effect thereforor (ii) the conversion, (iii) for any Eurocurrency Loanreason whatsoever, B/A whether voluntary or involuntary, of the Loan or BBSY to a Variable Rate Loan to be made by such Lender (including any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made pursuant to on 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) date 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 applicable Effective LIBO Rate Interest Period for such Loan as a result of a request Period. Such amounts payable by the Applicable Borrower pursuant to Section 2.20 (any of the events referred to in this clause shall be equal to: (a) being called a “Breakage Event”) or any out-of pocket administrative costs actually incurred, plus (b) any default in if the making of any payment or prepayment required to be made hereunderLoan, a Cost Maintenance Fee. In As used herein, the case of any Breakage Event, such loss term “Cost Maintenance Fee” shall include mean an amount equal to the excessproduct of (x) the amount so prepaid or converted, as reasonably determined the case may be, multiplied by such Lender(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 (iz) its cost a fraction, the numerator of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that which is the subject number of such Breakage Event for the period days from the date of such Breakage Event occurrence of any of the events described in subsections (i) and (ii) of the first sentence of this Section 2.5.4 to the last day of the applicable Interest Period (or, if applicable, each Interest Period) and the denominator of which is 360 days; however, if or Contract to the extent that the applicable Effective LIBO Rate, for the applicable Interest Period in effect (is equal to or that would have been in effect) for such Loan over (ii) less than the amount of interest likely to be realized by such Lender in redeploying Treasury Rate plus the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 Applicable Margin, no Cost Maintenance Fee shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the samepayable.

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.10 (Interest), the Borrower shall compensate each Lender against Revolving Credit Lender, upon 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 Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or incur continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by 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 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of (a) any event, other than a default by such Lender in the performance required conversion of 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 a Eurodollar Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, a Base Rate Loan as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above or (iv) other than with respect as a consequence of any failure by the Borrower to any Defaulting Lender, any assignment of a Eurocurrency Loan or BBSY repay Eurodollar Rate Loan is made other than on Loans when required by the last day of the Interest Period terms hereof. The Revolving Credit Lender making demand for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss compensation shall include an amount equal deliver to the excessBorrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely compensation due to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive Revolving Credit Lender, absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify shall pay directly to a Lender, immediately upon request such amounts as shall, in the reasonable judgment of each Lender against Lender, compensate it for any loss or expense that such Lender may sustain or incur Losses incurred by it as a consequence result of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving any payment or being deemed to receive prepayment (under any amount on account circumstances whatsoever, whether voluntary or involuntary) of any portion of the principal Loan bearing interest as a LIBOR Loan Tranche or a Conversion Rate Loan Tranche on a date other than the last day of an applicable Interest Period, (ii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Loan Tranche or a Conversion Rate Loan Tranche to a Base Rate Loan Tranche with respect to any portion of the Loan then bearing interest as a LIBOR Loan Tranche or a Conversion Rate Loan Tranche, as applicable, on a date other than the last day of 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 LIBOR Loan Tranche (including any portion thereof to bear interest as a Conversion Rate Loan Tranche in accordance with subsection b above) pursuant to a Rate Request to be made, (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 Eurocurrency Loan swap or BBSY Rate Loan prior to the end of the Interest Period in effect thereforother interest rate hedging arrangement, including, without limitation, as a result 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 prepaymentswap or other interest rate hedging arrangements. Such amounts shall include, the acceleration of the maturity of the Obligations or for any other reasonwithout limitation, (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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 a request by the Applicable Borrower pursuant to Section 2.20 (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 any Breakage Event, such loss shall include an amount equal to the present value (using as a discount rate, the rate at which interest is computed pursuant to clause (B) below) of the excess, as reasonably determined by such Lenderif any, of (iA) its cost the amount of obtaining funds for interest which would have accrued at the Eurocurrency LoanAdjusted LIBO Rate or the Conversion Rate (as the case may be) on the amount so prepaid, B/A Loan converted, not advanced, not borrowed, not continued, not converted or BBSY Rate Loan that is not prepaid, as the subject of such Breakage Event case may be, for the period from the date of such Breakage Event the occurrence to the last day of the applicable Interest Period or Contract Period in effect (or that would have been in effect) at the applicable rate of interest for such Loan Loans provided for herein (excluding, however, the applicable margin included therein, if any) over (iiB) the amount of interest likely to be realized (as reasonably determined by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts good faith) which would have accrued to such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the 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 10 days after its receipt of the same.such

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any eventTo induce the Lenders to provide the LIBOR Rate Advances on the terms provided herein, other than a default by such Lender in the performance of its obligations hereunder, which results in if (i) such Lender receiving or being deemed to receive any amount on account LIBOR Rate Advances are, except by reason of the principal requirements in Section 2.03(c), repaid in whole or in part on any date other than an Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any Eurocurrency Loan other Related Document or BBSY Rate Loan prior to is the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided, as reasonably determined by such Lenderhowever, that each Lender may fund each of (i) its cost of obtaining funds LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes .

Breakage Costs. The Borrowers hereby severally indemnify In addition to all amounts required to be paid by the Borrower pursuant to Section 2.5, the Borrower shall compensate each Lender against or each Counter-Guarantor upon demand, for all losses, expenses and liabilities (including any loss or expense that such Lender may sustain incurred by reason of the liquidation or incur as a consequence reemployment of (a) any event, deposits or other than a default funds acquired by such Lender in or Counter-Guarantor or the performance termination of any other financial arrangement it may have entered into to fund or maintain or support such Lender's portion of the Loan or its obligations hereunderCounter-Guarantee, but excluding Taxes) which results in that Lender or Counter-Guarantor may sustain (i) such Lender receiving or being deemed subject to receive the Borrower's right to utilize the Prepayment Breakage Avoidance Procedure, if for any amount on account reason any portion of the principal of any Eurocurrency Loan is prepaid (including mandatorily pursuant to Section 2.5 or BBSY Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, as this Section 2.9) or a result of any prepayment, the acceleration of the 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 payment is made with respect to any Eurocurrency Loan or BBSY Rate Loan, in each case other than a Counter-Guarantee on a date which is not the last day of the applicable Interest Period in effect therefor, or (iiiii) as a consequence of 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 failure by a Borrower hereunder to repay any portion of the Loan or (iv) other than make payment with respect to any Defaulting Lender, any assignment of a Eurocurrency Loan Counter-Guarantee when required by the terms hereof. The Lender or BBSY Rate Loan is made other than on the last day of the Interest Period Counter-Guarantor making demand for such compensation shall deliver to the Borrower (with a copy to the Agent, the Board and the Loan Administrator) concurrently with such demand a written statement as a result to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of a request by compensation due to that Lender or Counter-Guarantor absent manifest error, and such compensation shall be paid to the Applicable Borrower pursuant to Section 2.20 (any Agent for the account 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 hereundersuch Lender. In the case of any Breakage Event, such loss Such compensation shall include not exceed an amount equal to the excess, as reasonably determined by such Lenderif any, of (iA) its cost the amount of obtaining funds for interest that would have accrued on the Eurocurrency Loan, B/A Loan amount so prepaid or BBSY Rate Loan that is the subject of such Breakage Event paid for the period from the date of such Breakage Event prepayment or payment to the last day of the then applicable Interest Period or Contract Period in effect (or that would have been in effect) each case at the applicable rate of interest for such Loan provided for in this Agreement over (iiB) the amount of interest likely to be realized (as reasonably determined by such Lender or Counter-Guarantor) that would have accrued to such Lender or Counter-Guarantor on such amount by placing such amount on deposit for a comparable period with leading banks in redeploying the funds released or LIBOR market (it being understood that the Borrower shall not utilized by reason of such Breakage Event for such period. A certificate of be required to indemnify any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered Counter-Guarantor for lost profits other than to the Applicable Borrower and the 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 10 days after its receipt of the sameextent included in clause (A) above).

Breakage Costs. The In addition to all amounts required to be paid by the Borrowers hereby severally indemnify pursuant to Section 2.11, each Borrower shall compensate each Lender against that has made a Loan to such Borrower, upon written request in 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 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 incur 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 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) any event, other than a default by such Lender in the performance required con- version of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any a Eurocurrency Rate Loan or BBSY BA Rate Loan prior to the end of the Interest Period in effect therefora Base Rate Loan or Canadian Base Rate Loans, including, without limitationas applicable, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indi- cated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above 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 Eurocur- rency Rate Loans or BA Rate Loans pursuant to a request by the Applicable Borrower applicable Bor- rower pursuant to Section 2.20 (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 hereunder2.17. In the case of any Breakage Eventa Eurocurrency Rate Loan, such loss loss, cost or expense to any Lender shall include an be deemed to be the amount equal determined by such Lender to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Loan, B/A Rate that would have been applicable to such Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event 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 Contract Period in effect (or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by which would accrue on such principal amount for such period at the interest rate which such Lender in redeploying would bid were it to bid, at the funds released or not utilized by reason commence- ment of such Breakage Event 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 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; 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 period. A certificate of any Lender Borrower and setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower clause (e) and the 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 basis therefor within 10 ten (10) days after its receipt of the same.after

Breakage Costs. The Borrowers hereby severally indemnify each Lender against Upon the request of any loss Purchaser, the Seller shall, in accordance with the Priority of Payments, pay to the Administrative Agent, for payment to any applicable Purchaser, such amount or amounts as shall, without duplication, compensate such Purchaser for any loss, cost or expense that such Lender may sustain or incur as a consequence of (athe “Breakage Costs”) any event, other than a default incurred by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, Purchaser as a result of (i) any prepayment, the acceleration reduction of the maturity of the Obligations or for any such Purchaser’s Funded Purchase Price on a date other reasonthan a Settlement Date, (ii) the conversion of any Eurocurrency Loan failure to an ABR Loan or U.S. Base Rate Loans or the conversion of the Interest Period with respect reduce such Purchaser’s Funded Purchase Price on a Settlement Date on which it is required to any Eurocurrency Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect thereforbe reduced, (iii) any Eurocurrency Loan, B/A Loan or BBSY Rate Loan failure to be made by reduce such Lender (including any Eurocurrency Loan, B/A Loan or BBSY Rate Loan Purchaser’s Funded Purchase Price as to be made pursuant to which a conversion or continuation under Section 2.10 or 2.22, as applicable) not being made after notice of such Loan Reduction Notice shall have been given by a Borrower hereunder delivered on the date specified in such Reduction Notice for any reason, including the Seller’s failure to satisfy applicable conditions to such reduction or the insufficiency of funds therefor under the provisions of Section 2.03(b), or (iv) other than with respect to any Defaulting Lender, any assignment of a Eurocurrency Loan or BBSY Rate Loan is made other than failure on the last day part of the Interest Period Seller to accept or take a Cash Outlay as to which a Cash Outlay Notice shall have been delivered on the date specified in such Cash Outlay Notice for such Loan as a result of a request by any reason, including the Applicable Borrower pursuant Seller’s failure to Section 2.20 (any of satisfy the events referred conditions to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of such Cash Outlay set forth in Section 2.01 or Article III. Such Breakage Costs to any payment or prepayment required Purchaser shall be deemed to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its Purchaser to be the cost of obtaining funds for breaking any interest rate or currency hedging arrangement related to the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject portion of such Breakage Event for the period from the date Purchaser’s Funded Purchase Price. The determination by any Purchaser of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 Costs shall be delivered set forth in a notice to the Applicable Borrower Seller, the Servicer and the Applicable Administrative Agent delivered by the applicable Purchaser and shall be conclusive absent manifest error. The Applicable Borrower Any Breakage Costs shall pay be due and payable on the first Settlement Date which follows the Servicer’s receipt of such Lender notice by more than five (5) Business Days (or on the amount shown as due on any Final Date if such certificate is delivered by it within 10 days after its receipt on the Final Date); provided that, if such notice is in connection with a reduction of the sameAggregate Funded Purchase Price pursuant to Section 2.03(b) and is delivered on or before the Business Day immediately preceding the date of such reduction as set forth in the applicable Reduction Notice, any applicable Breakage Costs shall be due and payable on the date of such reduction.

Breakage Costs. The Borrowers hereby severally Borrower agrees to indemnify each Lender against and to hold Lender harmless from any loss or expense that such which Lender may sustain directly sustains or incur incurs as a consequence of (aA) any event, other than a default by such Lender Borrower in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account payment of the principal of any Eurocurrency Loan or BBSY Rate Loan prior to the end of the Interest Period in effect thereforinterest on a LIBOR Loan, including, without limitation, as any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a result of LIBOR Loan hereunder, (B) any prepayment, the acceleration prepayment (whether voluntary or mandatory) of the maturity LIBOR Loan on a day that is not the last day of a Rate Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the Obligations or for any other reasonLIBOR Loan hereunder, and (iiC) the conversion (for any reason whatsoever, whether voluntary or involuntary) of any Eurocurrency the Loan from a LIBOR Loan to an ABR a Prime Rate Loan or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any Eurocurrency portion of the outstanding principal amount of the Loan or BBSY then bearing interest at the LIBOR Rate Loan, in each case on a date other than the last day of a Rate Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (A), (B) and (C) are herein referred to collectively as the “Breakage Costs”); provided, however, Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. Notwithstanding the foregoing or anything herein to the contrary, provided Borrower makes any prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on the last day of the Interest Period in effect therefora Rate Period, (iii) any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made by if 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) date is 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 a Rate Period but such prepayment includes the Interest Period for such Loan as a result payment of a request by the Applicable Borrower pursuant to Section 2.20 (any of the events referred to in this clause (a) being called a “Short Interest, then no Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 Costs shall be delivered to the Applicable Borrower due and the Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay payable in connection with such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the sameprepayment.

Breakage Costs. The Borrowers hereby severally indemnify Borrower shall pay, in accordance with the Priority of Payments, to the Administrative Agent, for payment to any applicable Lender upon the request of any Lender or Facility Agent on each date on which a prepayment is made, such amount or amounts as shall, without duplication, compensate such Lender against for any loss loss, cost or expense that such Lender may sustain or incur as a consequence of (athe “Breakage Costs”) any event, other than a default incurred by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of (i) any prepaymentprepayment of an Advance bearing interest computed by reference to the LIBO Rate, the acceleration of the maturity of the Obligations or for any other reasonthan pursuant to Section 2.02(c), on a date other than a Settlement Date, (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 a Conduit Lender, any Eurocurrency Loan or BBSY Rate Loanprepayment of an Advance bearing interest computed by reference to the Cost of Funds Rate, in each case other than pursuant to Section 2.02(c), on a date other than the last day of an Accrual Period, to the Interest Period extent that such Conduit Lender was “match funding” such Advance (or a portion thereof) with Commercial Paper Notes issued by it or its Funding Source in effect thereforspecified tranches corresponding to such Accrual Period, (iii) any Eurocurrency Loan, B/A Loan failure to repay or BBSY Rate Loan prepay an Advance on a Settlement Date that (x) is required to be made by paid or (y) the Borrower has elected to prepay on such Lender (including any Eurocurrency LoanSettlement Date, 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 failure on the last day part of the Interest Period for such Loan Borrower to accept or take an Advance as to which a result of a request by the Applicable Borrower Borrowing Notice shall have been delivered (and not cancelled pursuant to Section 2.20 2.01(g)) to be made on the Borrowing Date specified in such Borrowing Notice for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.01 or Article III hereof, but excluding a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement (any of the events referred to in this clause clauses (ai) and (iv) 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 any Breakage Event, such loss Breakage Costs shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan Advance that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Accrual Period in effect (or that would have been in effect) for such Loan Advance over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of The determination by any Lender setting of the amount of Breakage Costs shall be set forth any amount or amounts which in a reasonably detailed certificate to the Borrower, the Master Servicer, the Lux Manager and the Administrative Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.02 hereof or within two Business Days following such prepayment in the case where no such certificate is entitled delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to receive pursuant to this Section 2.15 be made, within two Business Days following the stated Settlement Date for such Advance (in which case, Breakage Costs shall be delivered to the Applicable Borrower and the Applicable Administrative Agent include interest thereon from such stated Settlement Date), 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 10 days after its receipt of the same.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) If (i) any eventLIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than a default by such Lender in Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loan, B/A Loan or BBSY borrowing of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loan, B/A Loan or BBSY failure to satisfy conditions precedent to the making of any LIBOR 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 Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (Program Support Provider from and against all losses, costs and expenses resulting from or arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). 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 terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable under this subsection, each Lender shall be deemed to 744861979 10435078 have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance; provided that each such Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, as reasonably determined by such Lender, of (i) its cost of obtaining funds and the foregoing assumption shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The Borrowers hereby severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any eventTo induce the Lenders to provide the LIBOR Rate option on the terms provided herein, other than a default by such Lender in the performance of its obligations hereunder, which results in if (i) such Lender receiving or being deemed to receive any amount on account LIBOR Rate Advances are, except by reason of the principal of any Eurocurrency Loan requirements in Section 2.03(c), repaid in whole or BBSY Rate Loan in part prior to the end last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the Interest Period in effect therefor, including, without limitation, as a result of any prepaymentacceleration, the acceleration by operation of the maturity of the Obligations law or for any other reason, otherwise); (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion Borrower shall default in payment when due of the Interest Period with respect to principal amount of or interest on any Eurocurrency Loan or BBSY LIBOR Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, Advance; (iii) the Borrower shall default in making any Eurocurrency Loanborrowing of, B/A Loan conversion into or BBSY continuation of LIBOR Rate Loan to be made by such Lender Advances after the Borrower has given notice requesting the same in accordance herewith (including any Eurocurrency Loanfailure to satisfy conditions precedent to the making of, B/A Loan or BBSY Rate Loan to be made pursuant to a conversion or continuation under Section 2.10 or 2.22of, as applicable) not being made after notice of such Loan shall have been given by a Borrower hereunder any LIBOR Rate Advances); or (iv) other than with respect the Borrower shall fail to make any Defaulting Lender, any assignment prepayment of a Eurocurrency Loan LIBOR Rate Advance 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 reasonable and customary losses, costs and expenses resulting from or BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (arising from any of the events referred to in this clause foregoing (a) being called a any such loss, cost or expense, “Breakage EventCosts”). Such indemnification shall include any loss (excluding loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (b) any default if any). For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excessamount of that LIBOR Rate Advance and having a maturity comparable to the relevant LIBOR Period; provided, as reasonably determined by such Lenderhowever, that each Lender may fund each of (i) its cost of obtaining funds LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is calculation of amounts payable under this subsection. This covenant shall survive the subject termination of such Breakage Event for this Agreement and the period from the date of such Breakage Event to the last day payment of the Interest Period or Contract Period in effect (or that would have been in effect) for such Loan over (ii) Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of interest likely to be realized by any such Lender in redeploying the funds released loss or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 expense shall be delivered set forth in a written notice to the Applicable Borrower and the Applicable Administrative Agent in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same) for all purposes.

Breakage Costs. The In addition to all amounts required to be paid by the Borrowers hereby severally indemnify pursuant to Section 2.11, each Borrower shall compensate each Lender against 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 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 incur continuation of Eurocurrency Rate Loans does not occur on a date specified therefor in a Borrowing Request or 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 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) any event, other than a default by such Lender in the performance required conversion of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any a Eurocurrency Loan or BBSY Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, a Base Rate Loan as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, events indicated in clause (iid) 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 each case other than on the last day of the Interest Period in effect therefor, (iii) 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 above 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 pursuant to a request by the Applicable applicable Borrower pursuant to Section 2.20 (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 hereunder2.17. In the case of any Breakage Eventa Eurocurrency Rate Loan, such loss loss, cost or expense to any Lender shall include an be deemed to be the amount equal determined by such Lender to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Loan, B/A Rate that would have been applicable to such Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or Contract Period in effect (or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by which would accrue on such principal amount for such period at the interest rate which such Lender in redeploying would bid were it to bid, at the funds released or not utilized by reason commencement of such Breakage Event period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such period. A certificate of any Lender Borrower and setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower clause (e) and the Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any basis therefor within ten (10) days after receipt thereof; provided such certificate delivered by it within 10 days after its receipt of sets forth in reasonable detail the samemanner in which such amount or amounts was determined.

Breakage Costs. The Borrowers hereby severally indemnify Borrower shall pay, in accordance with the Priority of Payments, to the Administrative Agent, for payment to any applicable Lender upon the request of any Lender or Facility Agent on each date on which a prepayment is made, such amount or amounts as shall, without duplication, compensate such Lender against for any loss loss, cost or expense that such Lender may sustain or incur as a consequence of (athe “Breakage Costs”) any event, other than a default incurred by such Lender in the performance of 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 prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of (i) any prepaymentprepayment of an Advance bearing interest computed by reference to the LIBO Rate, the acceleration of the maturity of the Obligations or for any other reasonthan pursuant to Section 2.02(c), on a date other than a Settlement Date, (ii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid or (y) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or Borrower has elected, on the conversion direction of the Interest Period with respect NZ Manager, to any Eurocurrency Loan prepay on such Settlement Date, or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan, B/A Loan failure on the part of the Borrower to accept or BBSY Rate Loan take an Advance as to which a Borrowing Notice shall have been delivered (and not cancelled pursuant to Section 2.01(g)) to be made by on the Borrowing Date specified in such Lender (Borrowing Notice for any reason, including any Eurocurrency Loan, B/A Loan or BBSY Rate Loan the Borrower’s failure to be made pursuant satisfy the conditions to a conversion or continuation under Section 2.10 or 2.22, as applicable) not being made after notice the making of such Loan shall have been given Advance set forth in Section 2.01 or Article III hereof, but excluding a default by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment Lender in making its share of a Eurocurrency Loan or BBSY Rate Loan is made other than on such Advance when required under the last day terms and conditions of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 this Agreement (any of the events referred to in this clause clauses (ai) and (iv) 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 any Breakage Event, such loss Breakage Costs shall include an amount equal to the excess, as reasonably determined by such Lender, of (ix) its cost of obtaining funds for the Eurocurrency Loan, B/A Loan or BBSY Rate Loan Advance that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period or Contract Accrual Period in effect (or that would have been in effect) for such Loan Advance over (iiy) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of The determination by any Lender setting of the amount of Breakage Costs shall be set forth any amount or amounts which in a reasonably detailed certificate to the Borrower, the Master Servicer, the NZ Manager and the Administrative Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.02 hereof or within two Business Days following such prepayment in the case where no such certificate is entitled delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to receive pursuant to this Section 2.15 be made, within two Business Days following the stated Settlement Date for such Advance (in which case, Breakage Costs shall be delivered to the Applicable Borrower and the Applicable Administrative Agent include interest thereon from such stated Settlement Date), 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 10 days after its receipt of the same.