Common use of Breakage Costs Clause in Contracts

Breakage Costs. Within 5 Business Days of demand made by any Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest error.

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to the Borrower (with a copy to the Administrative Agent) from time to timeSection 2.11, such each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender for and hold 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 harmless from may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense incurred to any Lender shall be deemed to be the amount determined by it as a result of: such Lender to be the excess, if any, of (ai) any continuationthe amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment at the Eurocurrency Rate that would have been applicable to Non-Defaulting Lenders provided such Loan for in Section 2.17) the period from the date of any Advance other than a Base Rate Advance on a day other than such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance Loan), over (whether voluntaryii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by at the Borrower (for a reason other than the failure commencement of such Lender to make an Advance) to prepayperiod, borrow, continue or Convert any Advance for dollar deposits of a comparable amount and period from other than a Base Rate Advance on the date or banks in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingeurodollar market. For purposes the purpose of calculating amounts payable by the Borrower to the Lenders a Lender under this Section 2.11subsection, the requesting each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the Eurodollar Advances made by it purchase of a deposit bearing interest at the Eurodollar Base BA Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable an amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice equal to the Administrative Agent) amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower clause (e) and shall be conclusive and binding absent manifest errorthe basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. Within 5 Business Days To induce the Lenders to provide the LIBOR Rate on the terms provided herein, if (i) any LIBOR Rate Advances are, except by reason of demand the requirements in Section 2.03(c), repaid in whole or in part on any date other than a Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Transaction Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower shall default in payment when due of the principal amount of or interest on any Lender LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the Borrower making of any LIBOR Rate Advances); or (with a copy to iv) the Administrative Agent) from time to time, such Borrower shall compensate fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith, then, in any such Lender for case, the Borrower shall indemnify and hold such harmless each Lender harmless from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense incurred by it as a result of: (a) expense, “Breakage Costs”). Such indemnification shall include any continuation, conversion, payment or prepayment loss (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss margin) or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing(if any). For purposes the purpose of calculating amounts payable by to a Lender under this subsection, this subsection shall apply only to Lenders that have actually funded its relevant LIBOR Rate Advance through the Borrower purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the Lenders amount of that LIBOR Rate Advance; provided, however, that each Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, and the foregoing sentence shall be utilized only for the calculation of amounts payable under this Section 2.11, subsection. This covenant shall survive the requesting termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such loss or expense shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used set forth in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such written notice to the Administrative Agent) setting forth Borrower in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be final, binding and conclusive and binding on the Borrower (absent manifest error) for all purposes.

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender to the Borrower (with a copy pursuant to Section 2.11, the Administrative Agent) from time to time, such Borrower shall compensate such each Lender that has made a Term Loan to the Borrower, upon written request in accordance with this clause (e), for all losses, expenses and hold such Lender harmless from liabilities (including any loss, cost loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Term Loans or to the Borrower but excluding any loss of the Applicable Rate on the relevant Term Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Term Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by the Borrower or in a telephonic request by it as for borrowing or conversion or continuation or a result of: successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (aii) if for any continuation, conversion, payment reason any Eurocurrency Rate Term Loan is repaid or prepayment prepaid (including any deemed payment or repayment and any reallocated repayment pursuant to Non-Defaulting Lenders provided for in Section 2.172.09) of any Advance other than a Base Rate Advance on a day other than date that is not the last day of the applicable Interest Period for such Advance Period, (whether voluntary, mandatory, automatic, by reason iii) as a consequence of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure required conversion of such Lender a Eurocurrency Rate Term Loan to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Term Loan, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Term Loans pursuant to a request by the Borrower pursuant to Section 2.15; including any loss 2.17. In the case of anticipated profitsa Eurocurrency Rate Term Loan, any foreign exchange losses and any loss such loss, cost or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have funded accrued on the Eurodollar Advances made by it principal amount of the Term Loan had such event not occurred, at the Eurodollar Base Eurocurrency Rate used that would have been applicable to the Term Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in determining the Eurodollar Rate case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for the Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such Advance by a matching deposit or other borrowing in period at the offshore interbank market interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollars for dollar deposits of a comparable amount and for a comparable period, whether or not such Eurodollar Advance was period from other banks in fact so fundedthe eurodollar market. Any notice The Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) Borrower and setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower clause (e) and shall be conclusive and binding absent manifest errorthe basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. Within 5 Business Days of demand made by The Borrowers hereby severally indemnify each Lender against any Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result of: consequence of (a) any continuationevent, conversionother than a default by such Lender in the performance of its obligations hereunder, payment which results in (i) such Lender receiving or prepayment 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 deemed payment Eurocurrency Loan, B/A Loan or repayment and any reallocated repayment BBSY Rate Loan to Non-Defaulting Lenders provided for in be made pursuant to a conversion or continuation under Section 2.172.10 or 2.22, as applicable) not being made after notice of any Advance such Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Base Eurocurrency Loan or BBSY Rate Advance on a day Loan is made other than on the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Loan as a result of a request by the Applicable Borrower pursuant to Section 2.15; including 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 anticipated profits(i) its cost of obtaining funds for the Eurocurrency Loan, any foreign exchange losses and any loss B/A Loan or expense arising BBSY Rate Loan that is the subject of such Breakage Event for the period from the liquidation date of such Breakage Event to the last day of the Interest Period or reemployment Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of funds obtained by it interest likely to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged be realized by such Lender in connection with redeploying the foregoing. For purposes funds released or not utilized by reason of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate such Breakage Event for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf A certificate of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that which such Lender is entitled to receive pursuant to this Section 2.11 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive and binding 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. Within 5 Business Days of demand made by any (a) Borrower agrees to indemnify and compensate each Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate such Lender on an after-tax basis for and hold such Lender harmless from any loss, cost or actual expense incurred by it as a result of: (abut excluding loss of anticipated profit) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of (i) a request default by Borrower in making a borrowing of, payment of, conversion into or continuation of a LIBOR Loan after such Borrower has given a notice requesting the Borrower pursuant to Section 2.15; including any loss same in accordance with the provisions of anticipated profitsthis Agreement, including, without limitation, any foreign exchange losses and any such loss or expense arising from interests or fees payable by any Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the liquidation provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by it to maintain such Advanceit, from fees payable to terminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements. In no event shall the performance of any foreign exchange contractcompensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrence. The parties hereto acknowledge and agree that the damages that Agent and the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.7, which certificate shall also pay any customary administrative fees charged provide reasonable detail as to the calculation of such loss, cost or expense. Such certificate shall constitute prima facie evidence, in the absence of manifest error, of the amount of such loss, cost or expense, which shall be calculated by such Lender in connection on a reasonable and customary basis, consistent with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances basis on which such calculations are then being made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit similarly situated banks or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest errorfinancial institutions generally.

Breakage Costs. Within 5 Business Days In the event of demand made by (a) the payment of any Lender to principal of any Eurodollar Loan other than on the Borrower last day of an Interest Period applicable thereto (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it including as a result of: of an Event of Default), (ab) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) the conversion of any Advance Eurodollar Loan other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance applicable thereto, (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bc) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepayborrow, borrowconvert, continue or Convert prepay any Advance other than a Base Rate Advance Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.4(b) and is revoked in accordance therewith) or in (d) the amount notified by the Borrower; or (c) any assignment of a any Eurodollar Advance on a day Loan other than on the last day of the Interest Period therefor applicable thereto as a result of a request by the Borrower pursuant to Section 2.15; including 2.13, then, in any loss such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of anticipated profitsa Eurodollar Loan, any foreign exchange losses and any loss such loss, cost or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have funded accrued on the Eurodollar Advances made by it principal amount of such Loan had such event not occurred, at the Eurodollar Base Adjusted LIBO Rate used that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in determining the Eurodollar Rate case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance by a matching deposit or other borrowing in Loan), over (ii) the offshore interbank market amount of interest which would accrue on such principal amount for Dollars such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and for a comparable period, whether or not such Eurodollar Advance was period from other banks in fact so fundedthe eurodollar market. Any notice delivered by the Administrative Agent (including on behalf A certificate of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to the Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to the Borrower (with a copy to the Administrative Agent) from time to timeSection 2.11, such each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender for and hold 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 harmless from may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense incurred to any Lender shall be deemed to be the amount determined by it as a result of: such Lender to be the excess, if any, of (ai) any continuationthe amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment at the Eurocurrency Rate that would have been applicable to Non-Defaulting Lenders provided such Loan for in Section 2.17) the period from the date of any Advance other than a Base Rate Advance on a day other than such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance Loan), over (whether voluntaryii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by at the Borrower (for a reason other than the failure commencement of such Lender to make an Advance) to prepayperiod, borrow, continue or Convert any Advance for dollar deposits of a comparable amount and period from other than a Base Rate Advance on the date or banks in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingeurodollar market. For purposes the purpose of calculating amounts payable by the Borrower to the Lenders a Lender under this Section 2.11subsection, the requesting each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the Eurodollar Advances made by it purchase of a deposit bearing interest at the Eurodollar Base BA Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable an amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice equal to the Administrative Agent) amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower clause (e) and shall be conclusive and binding absent manifest errorthe basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. Within 5 Business Days (a) If (i) any LIBOR Rate Advances are, except by reason of demand the requirements in Section 2.03(c), repaid in whole or in part on any date other than a Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of any LIBOR Rate Advances); or (iv) the Borrower shall fail to make any prepayment of a 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 Program Support Provider from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (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 an amount equal to the amount of that LIBOR Rate Advance; provided that each such 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 loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (with a copy to absent manifest error) for all purposes. (b) In addition, the Administrative Agent) from time to timeBorrower shall pay the Managing Agents for the account of the Conduit Lenders, as applicable, on demand, such Borrower amount or amounts as shall compensate such Lender the Conduit Lenders for and hold such Lender harmless from any loss, cost or expense incurred by it the Conduit Lenders (as reasonably determined by its Managing Agent) as a result of: (a) of any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) reduction of any Advance other than a Base Rate Advance on a day other than the last day maturity date of the Interest Period for Commercial Paper (or other financing source) funding such Advance Advance, such compensation to be (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bi) any failure by the Borrower (for a reason other than the failure of such Lender limited to make an Advance) amount equal to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising suffered by the Conduit Lenders (other than any loss of margin above the applicable cost of funds) during the period from the liquidation date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or reemployment other financing source) and (ii) net of funds obtained the income, if any, received by it to maintain the recipient of such reductions from investing the proceeds of such reductions of such Advance, from fees payable to terminate . The determination by any Managing Agent of the deposits from which such funds were obtained or from the performance amount of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender loss or expense shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used set forth in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such written notice to the Administrative Agent) setting forth Borrower in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding conclusive, absent manifest error.

Breakage Costs. Within 5 Business Days of demand made by any Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such The Borrower shall compensate pay to each Lender any Breakage Costs that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result of: consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans after the Borrower has given a notice (if a notice is required hereunder) requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any continuationprepayment of LIBOR Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, conversion, (c) the making of a payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance LIBOR Loans on a day other than that is not the last day of the an Interest Period for such Advance with respect thereto (whether voluntary, mandatory, automatic, by reason including as a result of acceleration, an Event of Default) or otherwise); (bd) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance 2.14(b) of any foreign exchange contractTerm Loan other than on the last day of an Interest Period therefor. The Borrower “Breakage Costs” shall also pay any customary administrative fees charged be the amount reasonably determined by such Lender in connection with to be the foregoing. For purposes excess, if any, of calculating amounts payable by (i) the Borrower amount of interest which would have accrued on the principal amount of the subject amount of the Term Loan had such 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 event to the Lenders under this Section 2.11last day of the then current Interest Period therefor (or, in the requesting Lender shall be deemed case of a failure to borrow, convert or continue a LIBOR Loan, for the period that would have funded been the Eurodollar Advances made by it Interest Period for such Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the Eurodollar Base Rate used interest rate which a lender would reasonably be expected to bid were it to bid, at the commencement of such period, for deposits in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for of a comparable amount and for a comparable period, whether or not such Eurodollar Advance was period from other banks in fact so fundedthe London interbank market. Any notice delivered by the Administrative Agent (including on behalf of A certificate as to any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive payable pursuant to this Section 2.11 shall be delivered submitted to the Borrower and by any Lender shall be conclusive and binding absent in the absence of manifest error. This covenant shall survive the repayment of the Term Loans and the termination of this Agreement and the other Financing Documents.

Breakage Costs. Within 5 Business Days of demand made by any Lender to In the event that the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from prepays any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day portion of the Interest Period for such Advance principal amount of the Term Loan before the Maturity Date (whether voluntaryeither voluntarily, mandatory, automatic, by reason of accelerationpursuant to Section 2.4, or otherwise); (b) any failure as may be required by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor 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 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 request “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 Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with making the foregoing. For purposes Term Loan (including any interest rate swap transaction entered into by such Lender pursuant to an assignment or novation of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it all or a portion of an Initial Lender’s position in such swap or derivative transaction at the Eurodollar Base Rate used time such Lender becomes a party hereto pursuant to and in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so fundedaccordance with Section 10.7). Any notice delivered by the Administrative Agent (including on behalf A certificate of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 11.2 shall be delivered to the Borrower and the Administrative Agent by such Lender and shall be conclusive and binding presumptively correct absent manifest error. The Borrower shall pay to the Administrative Agent for the account of such Lender the amount shown as due on any such certificate within two (2) Business Days after receipt of such certificate or, if later, on the date of any such prepayment; provided, however, with respect to any repayment or prepayment required by the Lenders as a result of an Event of Default pursuant to Article 8, the amount 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. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to the Borrower (with a copy to the Administrative Agent) from time to timeSection 2.11, such each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender for and hold to fund or maintain such Lender’s Term Benchmark Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender harmless from may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Term Benchmark Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Term Benchmark Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Term Benchmark Loans to a Base Rate Loan or Canadian Prime Rate Loan, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Term Benchmark Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a CDOR Loan, such loss, cost or expense incurred to any Lender shall be deemed to be the amount determined by it as a result of: such Lender to be the excess, if any, of (ai) any continuationthe amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment at Adjusted CDOR that would have been applicable to Non-Defaulting Lenders provided such Loan for in Section 2.17) the period from the date of any Advance other than a Base Rate Advance on a day other than such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance Loan), over (whether voluntaryii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by at the Borrower (for a reason other than the failure commencement of such Lender to make an Advance) to prepayperiod, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment for dollar deposits of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not period from other banks in the interbank market. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) Borrower and setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower clause (e) and shall be conclusive and binding absent manifest errorthe basis therefor within ten days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to the Borrower (with a copy to the Administrative Agent) from time to timeSection 2.11, such each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender for and hold 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 harmless from may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense incurred to any Lender shall be deemed to be the amount determined by it as a result of: such Lender to be the excess, if any, of (ai) any continuationthe amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment at the Eurocurrency Rate that would have been applicable to Non-Defaulting Lenders provided such Loan for in Section 2.17) the period from the date of any Advance other than a Base Rate Advance on a day other than such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance Loan), over (whether voluntaryii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by at the Borrower (for a reason other than the failure commencement of such Lender to make an Advance) to prepayperiod, borrow, continue or Convert any Advance for dollar deposits of a comparable amount and period from other than a Base Rate Advance on the date or banks in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingeurodollar market. For purposes the purpose of calculating amounts payable by the Borrower to the Lenders a Lender under this Section 2.11subsection, the requesting each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the Eurodollar Advances made by it purchase of a deposit bearing interest at the Eurodollar Base BA Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable an amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice equal to the Administrative Agent) amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower clause (e) and shall be conclusive and binding absent manifest errorthe basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. Within 5 Business Days of demand made by If any Lender to incurs any cost, expense or loss (excluding loss of anticipated profits and other indirect or consequential damages) by reason of the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate liquidation or re-employment of deposits or other funds acquired by such Lender for and hold such Lender harmless from to fund or maintain any loss, cost or expense incurred by it Eurocurrency Loan as a result of:of any of the following events (other than any such occurrence as a result of a change of circumstance described in Section 8.1): (a) any continuationpayment, conversion, payment prepayment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) conversion of any Advance other than a Base Rate Advance such Loan on a day date other than the last day of the its Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, mandatory prepayment or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert a principal payment of any Advance other than a Base Rate Advance such Loan on the due date or in the amount notified by the Borrower; ortherefor; (c) any failure by the Borrower to borrow, continue or prepay, or convert to, any such Loan on the date specified in a notice given pursuant to Section 2.3 (other than by reason of a default of such Lender); or (d) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request such Eurocurrency Loan that is required by the Borrower pursuant to Section 2.152.13; including any loss of anticipated profitsthen the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, any foreign exchange losses and any loss cost or expense. Such loss, cost or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) with respect to a Eurocurrency Loan, the amount of interest which would have funded accrued on the Eurodollar Advances made by it principal amount of such Eurocurrency Loan had such event not occurred, at the Eurodollar Base LIBO Rate used in determining that would have been applicable to such Eurocurrency Loan (excluding, for the Eurodollar Rate avoidance of doubt, the Applicable Margin for such Advance by a matching deposit or other borrowing Eurocurrency Loan), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the offshore interbank market case of a failure to borrow, convert or continue, for Dollars the period that would have been the Interest Period for such Eurocurrency Loan) over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the London or European interbank market. If any Lender makes such a claim for compensation, it shall provide to the Borrower a comparable periodcertificate executed by an officer of such Lender setting forth the amount of such loss, whether cost or not such Eurodollar Advance was expense in fact so funded. Any notice delivered by the Administrative Agent reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) no later than ninety (90) days after the event giving rise to the claim for compensation, and the amounts shown on behalf such certificate shall be prima facie evidence of any such Lender’s entitlement thereto. Within ten (10) days of receipt of such certificate, the Borrower shall pay directly to such Lender providing such amount as will compensate such Lender for such loss, cost or expense as provided herein, unless such Lender has failed to timely give notice to the Administrative Agent) setting forth Borrower of such claim for compensation as provided herein, in reasonable detail which event the Borrower shall not have any amount or amounts that obligation to pay such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest errorclaim.

Breakage Costs. Within 5 Business Days of demand made by any Lender In addition to the Borrower (with a copy all amounts required to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request be paid by the Borrower pursuant to Section 2.15; 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from incurred by reason of the liquidation or reemployment of deposits or other funds obtained 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 Lender being a Defaulting Lender) a proposed Borrowing, conversion into or 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 maintain such AdvanceSection 2.11 (Conversion/Continuation Option), from fees payable (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to terminate Section 2.9 (Mandatory Prepayments)) on a date that is not the deposits from which such funds were obtained or from last day of the performance applicable Interest Period, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any foreign exchange contract. The Borrower shall also pay of the events indicated in clause (d) above or (iv) as a consequence of any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable failure by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice compensation shall deliver to the Administrative Agent) Borrower concurrently with such demand a written statement setting forth in reasonable detail any the basis for the amount or amounts that so determined as to such Lender is entitled to receive pursuant to losses, expenses and liabilities, and this Section 2.11 shall be delivered to Borrower and statement shall be conclusive and binding as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to Section 2.10 (Interest), the Borrower (with a copy to the Administrative Agent) from time to time, such applicable Borrower shall compensate each 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 for and hold to fund or maintain such Lender's Eurocurrency Rate Loans to the Borrowers) that such Lender harmless from may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans 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 required conversion of a Eurocurrency Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (b) or (c) above. Such loss, cost or expense incurred to any Lender shall be deemed to include an amount determined by it as a result of: such Lender to be the excess, if any, of (ai) any continuationthe amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, conversionat the Eurocurrency Rate that would have been applicable to such Loan, payment or prepayment (including any deemed payment or repayment and any reallocated repayment for the period from the date of such event to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance Loan), over (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (bii) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance interest which would accrue on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which principal amount for such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it period at the Eurodollar Base Rate used in determining the Eurodollar applicable Eurocurrency Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market period. The Lender making demand for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice compensation shall deliver to the Administrative Agent) setting forth Company concurrently with such demand a certificate which includes calculations in reasonable detail any amount or amounts that as to such Lender is entitled to receive pursuant to losses, expenses and liabilities, and this Section 2.11 shall be delivered to Borrower and statement shall be conclusive and binding as to the amount of compensation due to such Lender, absent manifest error.

Breakage Costs. Within 5 Business Days of demand made by The Borrowers hereby severally indemnify each Lender against any Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result of: consequence of (a) any continuationevent, conversionother than a default by such Lender in the performance of its obligations hereunder, payment which results in (i) such Lender receiving or prepayment being deemed to receive any amount on account of the principal of any Eurocurrency 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, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan or B/A Loan to be made by such Lender (including any deemed payment Eurocurrency Loan or repayment and any reallocated repayment B/A Loan to Non-Defaulting Lenders provided for in be made pursuant to a conversion or continuation under Section 2.172.10 or 2.22, as applicable) not being made after notice of any Advance such Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Base Rate Advance on a day Eurocurrency Loan is made other than on the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Loan as a result of a request by the Applicable Borrower pursuant to Section 2.15; including 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 anticipated profits, any foreign exchange losses and any loss (i) its cost of obtaining funds for the Eurocurrency Loan or expense arising B/A Loan that is the subject of such Breakage Event for the period from the liquidation date of such Breakage Event to the last day of the Interest Period or reemployment Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of funds obtained by it interest likely to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged be realized by such Lender in connection with redeploying the foregoing. For purposes funds released or not utilized by reason of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate such Breakage Event for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf A certificate of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that which such Lender is entitled to receive pursuant to this Section 2.11 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive and binding 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. Within 5 Business Days of demand made by any Lender In addition to the Borrower (with a copy all amounts required to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request be paid by the Borrower pursuant to Section 2.15; 2.10 (Interest), the Borrower shall compensate each Lender, upon demand, for all losses, expenses and liabilities (including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from incurred by reason of the liquidation or reemployment of deposits or other funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged 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 willful misconduct of such Lender, as determined by a court of competent jurisdiction in connection with 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 foregoing. For purposes 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 calculating amounts payable the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurocurrency Rate Loans when required by the Lenders under terms hereof. The Lender 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 Section 2.11, the requesting Lender statement shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest errorprima facie evidence thereof.

Breakage Costs. Within 5 Business Days In addition to all amounts required to be paid by the Borrower pursuant to Section 2.5 but without duplication of any amounts payable under Section 2.9(f), the Borrower shall compensate each 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 Lender may sustain (i) subject to the Borrower's right to utilize the Prepayment Breakage Avoidance Procedure, if for any reason any portion of the Loan is prepaid (including mandatorily pursuant to Section 2.5 or this Section 2.9) on a date which is not the last day of the applicable Interest Period or (ii) as a consequence of any failure by a Borrower to repay any portion of the Loan when required by the terms hereof. The Lender making demand made by any Lender for such compensation shall deliver to the Borrower (with a copy to the Administrative Agent, the Board and the Loan Administrator) concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to that Lender absent manifest error, and such compensation shall be paid to the Agent for the account of such Lender. Such compensation shall not exceed an amount equal to the excess, if any, of (A) the amount of interest that would have accrued on the amount so prepaid or repaid for the period from time to time, the date of such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the then applicable Interest Period in each case at the applicable rate of interest for such Advance Loan provided for in this Agreement over (whether voluntary, mandatory, automatic, B) the amount of interest (as reasonably determined by reason of acceleration, or otherwise); (bsuch Lender) any failure by the Borrower (for a reason other than the failure of that would have accrued to such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the such amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance placing such amount on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or period with leading banks in the LIBOR market (it being understood that the Borrower shall not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of be required to indemnify any Lender providing such notice for lost profits other than to the Administrative Agentextent included in clause (A) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest errorabove).

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to Section 2.10 (Interest), the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower Borrowers shall compensate such Lender each Revolving Credit Lender, upon demand, for all losses, expenses and hold such Lender harmless from liabilities (including any loss, cost 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 or CDOR Loans to the applicable Borrowers 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 into or continuation of Eurodollar Rate Loans or CDOR 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 Representative or in a telephonic request by it as for borrowing or conversion or continuation or a result of: successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (aConversion/Continuation Option), (ii) if for any continuation, conversion, payment reason any Eurodollar Rate Loan or prepayment CDOR Loan is prepaid (including any deemed payment or repayment and any reallocated repayment mandatorily pursuant to Non-Defaulting Lenders provided for in Section 2.172.9 (Mandatory Prepayments)) of any Advance other than a Base Rate Advance on a day other than date that is not the last day of the applicable Interest Period for such Advance Period, (whether voluntary, mandatory, automatic, by reason iii) as a consequence of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure required conversion of such Lender a Eurodollar Rate Loan to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date Loan or a CDOR Loan to a Canadian Prime Loan, in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor each case as a result of any of the events indicated in clause (d) above or (iv) as a request consequence of any failure by any Borrower to repay Eurodollar Rate Loans or CDOR Loans when required by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractterms hereof. The Borrower Revolving Credit Lender making demand for such compensation shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by deliver to the Borrower Representative concurrently with such demand a written statement as to the Lenders under this Section 2.11such losses, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount expenses and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth liabilities showing in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to the basis for the calculation thereof, and this Section 2.11 shall be delivered to Borrower and statement shall be conclusive and binding as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. Within 5 Business Days The Borrower shall pay, in accordance with the Priority of demand made by any Lender to the Borrower (with a copy Payments, to the Administrative Agent) from time , for payment to timeany applicable Lender upon the request of any Lender or Facility Agent such amount or amounts as shall, such Borrower shall without duplication, compensate such Lender for and hold such Lender harmless from any reasonable loss, cost or expense (the “Breakage Costs”) incurred by it such Lender as a result of: of (ai) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any an Advance on a date other than a Base Rate Settlement Date, (ii) any failure to repay or prepay an Advance on a day other than Settlement Date that (x) is required to be paid or (y) the Borrower has elected to prepay on such Settlement Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Borrowing Notice shall have been delivered 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, but excluding a default by any Lender in making its portion of such Advance when required under the terms and conditions of this Agreement. Such Breakage Costs to any Lender shall be deemed to include (x) an amount determined by such Lender to be the cost of breaking any interest rate or currency hedging arrangement related to such Advance and (y) in the case of Advances bearing interest computed by reference to the LIBO Rate, an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the outstanding principal amount of such 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 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 Advance), over (ii) the amount of Interest Period which would accrue on such outstanding principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (whether or not any Advances by such Lender are in fact funded in the eurodollar market). The determination by any Lender of the amount of Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer 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 or within two (2) Business Days following such prepayment in the case where no such notice is 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 be made, within two (2) Business Days following the stated Borrowing Date for such Advance (whether voluntaryin which case, mandatoryBreakage Costs shall include interest thereon from such stated Borrowing Date), automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest error.

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to the Borrower (with a copy to the Administrative Agent) from time to timeSection 2.11, such each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender for and hold 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 harmless from may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans 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 required conversion of a Eurocurrency Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense incurred to any Lender shall be deemed to be the amount determined by it as a result of: such Lender to be the excess, if any, of (ai) any continuationthe amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment at the Eurocurrency Rate that would have been applicable to Non-Defaulting Lenders provided such Loan for in Section 2.17) the period from the date of any Advance other than a Base Rate Advance on a day other than such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance Loan), over (whether voluntaryii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by at the Borrower (for a reason other than the failure commencement of such Lender to make an Advance) to prepayperiod, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment for dollar deposits of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not 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 Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) Borrower and setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower clause (e) and shall be conclusive and binding absent manifest errorthe basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. Within 5 Business Days of demand made by any Lender In addition to the Borrower (with a copy all amounts required to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request be paid by the Borrower pursuant to Section 2.15; 2.9, the Borrower shall compensate each Lender, within 10 days’ of written demand (including any loss of anticipated profitsdocumentation reasonably supporting such request), any foreign exchange losses for all losses, expenses and liabilities (including any loss or expense arising from incurred by reason of the liquidation or reemployment of deposits or other funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged acquired by such Lender to fund or maintain such Lender’s Eurodollar Rate Loans to the Borrower or that would have been incurred if the Lender had match-funded such Loans in such manner, but excluding any loss of the Applicable Margin on the relevant Loans or other consequential damages) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Borrowing notice or notice given in connection with a conversion or continuation of a Loan given by the foregoing. For purposes Borrower or in a telephonic request by it for Revolving Borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.10, (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.8) on a date that is not the last day of calculating amounts payable the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a CBFR Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the Lenders under terms hereof. The Lender 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 be conclusive as to the amount of compensation due to such Lender, absent manifest error. The agreements contained in this Section 2.112.14 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that the requesting Borrower shall not be required to compensate a Lender shall be deemed pursuant to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate clauses (b), (c) and (d) of this Section 2.14 for any such Advance by a matching deposit increased cost or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice reduction incurred more than 180 days prior to the Administrative Agent) setting forth in reasonable detail any amount or amounts date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is entitled retroactive, then such 180-day period referred to receive pursuant to this Section 2.11 above shall be delivered extended to Borrower and shall be conclusive and binding absent manifest errorinclude the period of retroactive effect thereof.

Breakage Costs. Within 5 Borrower shall pay to Lender within five (5) Business Days of demand made by Borrower’s receipt of Lender’s request therefor and notwithstanding contrary provisions contained in any Lender to of the Borrower (with a copy to the Administrative Agent) from time to timeLoan Documents, such Borrower shall amounts as reasonably necessary to compensate such Lender for and hold such Lender harmless from any the loss, cost or expense incurred by which it may reasonably incur as a result of: of (ai) any continuation, conversion, payment or prepayment (including prepayment, under any deemed payment circumstances whatsoever, whether voluntary or repayment and involuntary, of all or any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) portion of any Advance other than a Base Rate Advance the Loan on a day date other than the last day of the applicable Interest Period or (ii) the conversion, for such Advance (any reason whatsoever, whether voluntaryvoluntary or involuntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for Loan to a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Variable Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance Loan on a day date other than the last day of the applicable Effective LIBO Rate Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractPeriod. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating Such amounts payable by Borrower shall be equal to: (a) any out-of pocket administrative costs actually incurred, plus (b) if the Borrower Loan, a Cost Maintenance Fee. As used herein, the term “Cost Maintenance Fee” shall mean an amount equal to the Lenders under product of (x) the amount so prepaid or converted, as the case may be, multiplied by (y) the difference between the Effective LIBO Rate, then in effect, or which would have been in effect, and the Treasury Rate in effect on the date of the occurrence plus the Applicable Margin, which product shall be multiplied by (z) a fraction, the numerator of which is the number of days from the date of occurrence of any of the events described in subsections (i) and (ii) of the first sentence of this Section 2.112.5.4 to the last day of the applicable Interest Period (or, if applicable, each Interest Period) and the requesting Lender denominator of which is 360 days; however, if or to the extent that the applicable Effective LIBO Rate, for the applicable Interest Period is equal to or less than the Treasury Rate plus the Applicable Margin, no Cost Maintenance Fee shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest errorpayable.

Breakage Costs. Within 5 Business Days of demand made by any Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.172.18) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or; (c) any payment by Borrower of reimbursement drawings under any Letter of Credit in a currency other than such Letter of Credit’s original currency; or (d) any assignment of a Eurodollar an Eurocurrency Advance on a day other than the last day of the applicable Interest Period therefor as a result of a request by the such Borrower pursuant to Section 2.152.16; including any loss of anticipated profitsprofits (excluding Applicable Margin), any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.112.12, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it such Advance at the Eurodollar Base Eurocurrency Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars the applicable currency for a comparable amount and for a comparable period, whether or not such Eurodollar Eurocurrency Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 2.12 shall be delivered to Applicable Borrower and shall be conclusive and binding absent manifest error.

Breakage Costs. Within 5 Business Days In addition to all amounts required to be paid by or on behalf of demand made by any Lender Borrower or Co-Borrower pursuant to the SECTION 2.10, Borrower (with a copy to the Administrative Agent) from time to time, such and Co-Borrower shall compensate such Lender each Lender, upon demand, for all losses, expenses and hold such Lender harmless from liabilities (including any loss, cost loss or expense incurred by it 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 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 result of: 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, (aii) if for any continuation, conversion, payment or prepayment reason any Eurodollar Rate Loan is prepaid (including any deemed payment or repayment and any reallocated repayment mandatorily pursuant to Non-Defaulting Lenders provided for in Section 2.17SECTION 2.9) of any Advance other than a Base Rate Advance on a day other than date that is not the last day of the applicable Interest Period for such Advance Period, (whether voluntary, mandatory, automatic, by reason iii) as a consequence of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure required conversion of such Lender a Eurodollar Rate Loan to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance Loan on a day other than date that is not the last day of the an Interest Period therefor as a result of any of the events indicated in clause (c) above or (iv) as a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance consequence of any foreign exchange contractfailure by Borrower or Co-Borrower to repay Eurodollar Rate Loans on the date specified in any notice delivered pursuant hereto. The Lender making demand for such compensation shall deliver to Borrower and/or Co-Borrower, as applicable, concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall also pay any customary administrative fees charged by be conclusive as to the amount of compensation due to such Lender Lender, absent manifest error. Determination of amounts payable under this SECTION 2.14(D) in connection with a Eurodollar Rate Loan shall be calculated as though each Lender funded its Eurodollar Loan through the foregoing. For purposes purchase of calculating amounts payable by a deposit of the Borrower type and maturity corresponding to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate deposit used as a reference in determining the Eurodollar Rate for applicable to such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable periodLoan, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by that is the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount case or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest errornot.

Breakage Costs. Within 5 Business Days of demand made by any Lender In addition to the Borrower (with a copy all amounts required to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request be paid by the Borrower pursuant to Section 2.15; 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from incurred by reason of the liquidation or reemployment of deposits or other funds obtained 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 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 maintain 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 AdvanceLoan’s applicable payment date, from fees payable (iii) as a consequence of a required conversion of (A) a Term SOFR Loan to terminate the deposits from which such funds were obtained a Daily Simple SOFR Loan or from the performance a Base Rate Loan, as applicable, or (B) a Daily Simple SOFR Loan to a Base Rate Loan, in each case, as a result of any foreign exchange contract. The Borrower shall also pay of the events indicated in clause (d) above or (iv) as a consequence of any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable failure by the Borrower to repay Term SOFR Loans, Daily Simple SOFR Loans or EURIBOR Rate Loans when required by the Lenders under this Section 2.11, the requesting terms hereof. The Revolving Credit Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate making demand for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION compensation shall deliver to the Administrative Agent) Borrower concurrently with such demand a written statement setting forth in reasonable detail any the basis for the amount or amounts that so determined as to such Lender is entitled to receive pursuant to losses, expenses and liabilities, and this Section 2.11 shall be delivered to Borrower and statement shall be conclusive and binding as to the amount of compensation due to such Revolving Credit Lender, absent manifest error. The Borrower’s obligations under this Section 2.14(e) (Breakage Costs) shall survive payment in full of the Obligations or the termination of this Agreement.

Breakage Costs. Within 5 Business Days of demand made by any Lender to the The Borrower (with a copy shall pay to the Administrative Agent) from time to timeAgent for the account of the applicable Lender, upon the request of any Lender or the Administrative Agent on each date on which a prepayment is made, such Borrower shall amount or amounts as shall, without duplication, compensate such Lender for and hold such Lender harmless from any loss, cost or expense (the “Breakage Costs”) incurred by it such Lender (as reasonably determined by such Lender) as a result of: of (ai) any continuation, conversion, payment prepayment of an Advance which bears interest based on the CP Rate or prepayment the Adjusted Eurodollar Rate (including any deemed payment and interest thereon) arising under this Agreement or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance the Support Facilities on a date other than a Base 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) the amount of interest which would have accrued on the principal amount of such Advance had such event not occurred, at the Adjusted Eurodollar Rate Advance on a day other than that would have been applicable to such Advance, for the period from the date of such event to the last day of the Interest 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 Advance Advance), over (ii) the amount of Interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (whether voluntaryor not any Advances by such Lender are in fact funded in the eurodollar market). In the case of an Advance bearing interest based on the CP Rate, mandatorysuch loss, automatic, by reason cost or expense to any Conduit Lender shall in no event exceed the amount of acceleration, or otherwise); (b) any failure by interest which would have accrued on the Borrower (for a reason other than the failure principal amount of such Lender Advance had such event not occurred, at the CP Rate that would have been applicable to make an such Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on for the period from the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than such event to the last day of the Interest then current Accrual Period therefor as a result (or, in the case of a request failure to borrow, for the period that would have been the initial Accrual Period for such Advance). In the case of a prepayment, the determination by any Lender of the Borrower pursuant to Section 2.15; including amount of any loss of anticipated profits, any foreign exchange losses and any such loss or expense arising from shall be set forth in a written notice to the liquidation or reemployment Borrower delivered by the applicable Lender prior to the date of funds obtained by it such prepayment in the case where notice of such prepayment is delivered to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection accordance with Section 2.3(b) or within two (2) Business Days following such prepayment in the foregoing. For purposes case where no such notice is delivered (in which case, Breakage Costs shall include interest thereon from the date of calculating amounts payable by such prepayment), or in the Borrower case of a failure of an Advance to be made, within two (2) Business Days following the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate stated Funding Date for such Advance by a matching deposit or other borrowing (in the offshore interbank market for Dollars for a comparable amount and for a comparable periodwhich case, whether or not Breakage Costs shall include interest thereon from such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower stated Funding Date), and shall be conclusive and binding absent manifest error.

Breakage Costs. Within 5 Business Days of demand made by The Borrower hereby indemnifies each Lender against any Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result of: consequence of (a) any continuationevent, conversionother than a default by such Lender in the performance of its obligations hereunder, payment which results in (i) such Lender receiving or prepayment being deemed to receive any amount on account of the principal of any Eurocurrency 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 the conversion of the Interest Period with respect to any Eurocurrency Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurocurrency Loan to be made by such Lender (including any deemed payment Eurocurrency Loan to be made pursuant to a conversion or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in continuation under Section 2.172.10) not being made after notice of any Advance such Loan shall have been given by the Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Base Rate Advance on a day Eurocurrency Loan is made other than on the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Loan as a result of a request by the Borrower pursuant to Section 2.15; including 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 anticipated profits, any foreign exchange losses and any loss or expense arising (i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the liquidation date of such Breakage Event to the last day of the Interest Period in effect (or reemployment that would have been in effect) for such Loan over (ii) the amount of funds obtained by it interest likely to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged be realized by such Lender in connection with redeploying the foregoing. For purposes funds released or not utilized by reason of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate such Breakage Event for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf A certificate of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that which such Lender is entitled to receive pursuant to this Section 2.11 2.15 shall be delivered to the Borrower and the Administrative Agent and shall be conclusive and binding absent manifest error. The 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. Within 5 Business Days of demand made by any Lender In addition to the Borrower (with a copy all amounts required to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request be paid by the Borrower pursuant to Section 2.15; 2.9 (Interest), the Borrower shall compensate each Lender, upon demand (together with appropriate supporting documentation), for all losses, expenses and liabilities (including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from incurred by reason of the liquidation or reemployment of deposits or other funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged acquired by such Lender to fund or maintain such Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans or other Credit Agreement Macquarie Infrastructure Company Inc. anticipated profit) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in connection with a Notice of Borrowing or a Notice of Conversion or Continuation given by the foregoing. For purposes 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 2.10 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.8 (Mandatory Prepayments)) on a date that is not the last day of calculating amounts payable the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the Lenders under terms hereof. The Lender 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 Section 2.11statement shall be conclusive as to the amount of compensation due to such Lender, absent manifest error. Notwithstanding anything to the contrary in the foregoing, with respect to any Lender’s claim for compensation pursuant to this clause (e), the requesting Borrower shall not be required to compensate such Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for any such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent incurred more than sixty (including on behalf of any Lender providing such notice 60) days prior to the Administrative Agent) setting forth in reasonable detail any amount or amounts date that such Lender is entitled notifies the Borrower of the event that gives rise to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest errorsuch claim for compensation.

Breakage Costs. Within 5 Business Days of demand made by any Lender (a) Borrowers agree to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate such Lender Lenders for and hold such Lender harmless from any loss, cost or expense (collectively, “Breakage Costs”) actually incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of (i) a request default by Borrowers in making any prepayment after Borrowers have given a notice thereof in accordance with the Borrower pursuant to Section 2.15; provisions of this Agreement or (ii) the payment of the Loan (including any loss mandatory or optional prepayment) for any reason (including, without limitation, the acceleration of anticipated profitsthe maturity of the Loan following an Event of Default) on a day that is not a Payment Date, including without limitation, any foreign exchange losses and any loss such loss, cost or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advanceit, from fees payable to terminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements (provided that Borrowers shall not be required to pay additional interest on the performance sums prepaid subsequent to the date of any foreign exchange contractpayment). The Borrower loss to any Lender attributable to any such event shall also pay any customary administrative fees charged be deemed to include an amount determined by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower good faith to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on the principal amount of the Loan for the period from the date of such payment, failure or assignment to the last day of the then current Interest Period for the Loan if the interest rate payable on such deposit were equal to the Term SOFR Rate (excluding, however, the Spread included therein) for such Interest Period, over (ii) the amount of interest (as determined by such Lender in good faith) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. (b) Lenders will furnish to Borrowers a certificate setting forth the basis and amount of each request by Lenders for compensation under this Section 2.112.8.8, the requesting Lender which certificate shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice provide reasonable detail as to the Administrative Agent) setting forth in reasonable detail any amount or amounts that calculation of such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and Breakage Costs. Such certificate shall be conclusive and binding absent manifest error. Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to the Borrower (with a copy to the Administrative Agent) from time to timeSection 2.11, such each Borrower shall compensate each Lender that has made a Loan to such Lender Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and hold such Lender harmless from liabilities (including any loss, cost loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it as for borrowing or conversion or continuation or a result of: successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (aii) if for any continuation, conversion, payment reason any Eurocurrency Rate Loan or prepayment BA Rate Loan is repaid or prepaid (including any deemed payment or repayment and any reallocated repayment pursuant to Non-Defaulting Lenders provided for in Section 2.172.09) of any Advance other than a Base Rate Advance on a day other than date that is not the last day of the applicable Interest Period for such Advance Period, (whether voluntary, mandatory, automatic, by reason iii) as a consequence of acceleration, a required conversion of a Eurocurrency Rate Loan or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender BA Rate Loan to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date Loan or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance result of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf assignment of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount Eurocurrency Rate Loans or amounts that such Lender is entitled to receive BA Rate Loans pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest error.to

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender Borrower pursuant to the Borrower (with a copy to the Administrative Agent) from time to timeSection 2.10, such Borrower shall compensate such Lender each Lender, upon demand, for all losses, expenses and hold such Lender harmless from liabilities (including any loss, cost 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 LIBO Rate Loans to 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 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 LIBO 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 or in a telephonic request by it as for borrowing or conversion or continuation or a result of: successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11, (aii) if for any continuation, conversion, payment or prepayment reason any LIBO Rate Loan is prepaid (including any deemed payment or repayment and any reallocated repayment mandatorily pursuant to Non-Defaulting Lenders provided for in Section 2.172.9) of any Advance other than a Base Rate Advance on a day other than date that is not the last day of the applicable Interest Period for such Advance Period, (whether voluntary, mandatory, automatic, by reason iii) as a consequence of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure required conversion of such Lender a LIBO Rate Loan to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Loan as a result of any of the events indicated in clause (d) above or (iv) as a request consequence of any failure by Borrower to repay LIBO Rate Loans when required by the terms hereof. The Lender making demand for such compensation shall deliver to Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be prima facie evidence thereof. Borrower shall not be required to compensate any Lender pursuant to Section 2.15; including this clause (e) for any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from increased costs incurred more than 180 days prior to the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by date that such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by notifies the Administrative Agent (including on behalf and Borrower of any Lender providing the events giving rise to such notice increased costs and of such Lender’s intention to claim compensation therefor; provided that if the Administrative Agent) setting forth in reasonable detail any amount or amounts that events giving rise to such Lender is entitled increased costs are retroactive, then the 180-day period referred to receive pursuant to this Section 2.11 above shall be delivered extended to Borrower and shall be conclusive and binding absent manifest errorinclude the period of retroactive effect thereof.

Breakage Costs. Within 5 Business Days of demand made by The Borrowers hereby severally indemnify each Lender against any Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result of: consequence of (a) any continuationevent, conversionother than a default by such Lender in the performance of its obligations hereunder, payment which results in (i) such Lender receiving or prepayment being deemed to receive any amount on account of the principal of any 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 EurocurrencySOFR Loan to an ABR Loan or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any EurocurrencySOFR Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any EurocurrencySOFR Loan, B/A Loan or BBSY Rate Loan to be made by such Lender (including any deemed payment EurocurrencySOFR Loan, B/A Loan or repayment and any reallocated repayment BBSY Rate Loan to Non-Defaulting Lenders provided for in be made pursuant to a conversion or continuation under Section 2.172.10 or 2.22, as applicable) not being made after notice of any Advance such Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Base EurocurrencySOFR Loan or BBSY Rate Advance on a day Loan is made other than on the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Loan as a result of a request by the Applicable Borrower pursuant to Section 2.15; including 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 anticipated profits(i) its cost of obtaining funds for the EurocurrencySOFR Loan, any foreign exchange losses and any loss B/A Loan or expense arising BBSY Rate Loan that is the subject of such Breakage Event for the period from the liquidation date of such Breakage Event to the last day of the Interest Period or reemployment Contract Period in effect (or that would have been in effect) for such Loan over (ii) the amount of funds obtained by it interest likely to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged be realized by such Lender Xxxxxx in connection with redeploying the foregoing. For purposes funds released or not utilized by reason of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate such Breakage Event for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf A certificate of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that which such Lender is entitled to receive pursuant to this Section 2.11 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive and binding 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. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to Section 2.10 (Interest), the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower Borrowers shall compensate such Lender each Lender, upon demand, for all losses, expenses and hold such Lender harmless from liabilities (including any loss, cost 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 the Borrowers 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 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 or Borrowing or continuation of BA Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by any Borrower or in a telephonic request by it as for borrowing or conversion or continuation or a result of: successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (aConversion/Continuation Option), (ii) if for any continuation, conversion, payment reason any Eurocurrency Rate Loan or prepayment BA Rate Loan is prepaid (including any deemed payment or repayment and any reallocated repayment mandatorily pursuant to Non-Defaulting Lenders provided for in Section 2.172.9 (Mandatory Prepayments)) of any Advance other than a Base Rate Advance on a day other than date that is not the last day of the applicable Interest Period for such Advance Period, (whether voluntary, mandatory, automatic, by reason iii) as a consequence of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure required conversion of such Lender a Eurocurrency Rate Loan to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Loan as a result of any of the events indicated in clause (d) above or (iv) as a request consequence of any failure by any Borrower to repay Eurocurrency Rate Loans or BA Rate Loans when required by the terms hereof. The Lender making demand for such compensation shall deliver to the applicable Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be prima facie evidence thereof. The Borrowers shall not be required to compensate any Lender pursuant to Section 2.15; including this clause (c) for any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from increased costs incurred more than 180 days prior to the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by date that such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by notifies the Administrative Agent (including on behalf and the Company of any Lender providing the events giving rise to such notice increased costs and of such Lender’s intention to claim compensation therefor; provided, however, that if the Administrative Agent) setting forth in reasonable detail any amount or amounts that events giving rise to such Lender is entitled increased costs are retroactive, then the 180-day period referred to receive pursuant to this Section 2.11 above shall be delivered extended to Borrower and shall be conclusive and binding absent manifest errorinclude the period of retroactive effect thereof.

Breakage Costs. Within 5 Business Days of (a) Each Borrower indemnifies each Lender against, and agrees to pay each Lender promptly on demand made by any Lender to the Borrower (with a copy to the Administrative Agent) from time to timeamount of, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, liability, reasonable cost or expense incurred by it (collectively, Breakage Costs) which that Lender incurs as a result consequence of: (ai) any continuation, conversion, payment or the prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17as a result of an Event of Default) of the Loan on any Advance other than a Base Rate Advance on a day date other than the last day of the Interest Period for such Advance Period; (whether voluntary, mandatory, automatic, ii) any failure by reason of acceleration, or otherwisean Obligor to pay any amount due under a Finance Document on its due date (taking into account any applicable grace periods); (biii) any failure by the Borrower (for a reason other than the failure of such Lender (or delay) by an Obligor to make an Advance) to prepay, borrow, convert or continue any part of the Loan after a Request has been delivered with respect thereto (including as a result of the failure (or Convert any Advance other than delay) of an Acquisition to close); (iv) the Loan (or part of the Loan) not being prepaid in accordance with a Base Rate Advance on the date or in the amount notified by the Borrowernotice of prepayment; or (cv) the assignment, at the request of the Company under Clause 7.7 (Involuntary payment and cancellation), of the Loan or any assignment part of a Eurodollar Advance on a day other than the Loan. (b) Breakage Costs shall be deemed to include the amount (if any) determined by the relevant Lender by which: (i) the interest which that Lender would have received for the period from the date of receipt of any part of its share in the Loan or an overdue amount to the last day of the applicable Interest Period therefor as a result or term on overdue amount if the principal or overdue amount received had been paid on the last day of a request such Interest Period or term, exceeds (ii) the amount which that Lender would be able to obtain by placing an amount equal to the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained amount received by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection on deposit with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing leading bank in the offshore appropriate interbank market for Dollars a period starting on the Business Day following receipt and ending on the last day of the applicable Interest Period. (c) Each Lender must supply to the Agent for a comparable the relevant Borrower details of the amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to Breakage Costs claimed by it under this Section 2.11 Subclause, and each Lender’s calculation of its Breakage Costs shall be delivered to Borrower and shall be conclusive and binding presumed correct absent manifest error.

Breakage Costs. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to the Borrower (with a copy to the Administrative Agent) from time to timeSection 2.11, such each Borrower shall compensate each Lender 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 for and hold 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 harmless from may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a succes- sive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required con- version of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indi- cated in clause (d) above or (iv) as a result of any assignment of any Eurocur- rency Rate Loans or BA Rate Loans pursuant to a request by the applicable Bor- rower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense incurred to any Lender shall be deemed to be the amount determined by it as a result of: such Lender to be the excess, if any, of (ai) any continuationthe amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment at the Eurocurrency Rate that would have been applicable to Non-Defaulting Lenders provided such Loan for in Section 2.17) the period from the date of any Advance other than a Base Rate Advance on a day other than such event to the last day of the then current Interest Pe- riod therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance Loan), over (whether voluntaryii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by at the Borrower (for a reason other than the failure commence- ment of such Lender to make an Advance) to prepayperiod, borrow, continue or Convert any Advance for dollar deposits of a comparable amount and period from other than a Base Rate Advance on the date or banks in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoingeurodollar market. For purposes the purpose of calculating amounts payable by the Borrower to the Lenders a Lender under this Section 2.11subsection, the requesting each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the Eurodollar Advances made by it purchase of a deposit bear- ing interest at the Eurodollar Base BA Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable an amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice equal to the Administrative Agent) 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 Borrower and setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower clause (e) and shall be conclusive and binding absent manifest error.the basis therefor within ten (10) days after

Breakage Costs. Within 5 Business Days of demand made by any Lender In addition to the Borrower (with a copy all amounts required to the Administrative Agent) from time to time, such Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request be paid by the Borrower pursuant to Section 2.15; 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and liabilities (including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from incurred by reason of the liquidation or reemployment of deposits or other funds obtained 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 Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or 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 maintain such AdvanceSection 2.11 (Conversion/Continuation Option), from fees payable (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to terminate Section 2.9 (Mandatory Prepayments)) on a date that is not the deposits from which such funds were obtained or from last day of the performance applicable Interest Period, (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any foreign exchange contract. The Borrower shall also pay of the events indicated in clause (d) above or (iv) as a consequence of any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable failure by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice compensation shall deliver to the Administrative Agent) Borrower concurrently with such demand a written statement setting forth in reasonable detail any the basis for the amount or amounts that so determined as to such Lender is entitled to receive pursuant to losses, expenses and liabilities, and this Section 2.11 shall be delivered to Borrower and statement shall be conclusive and binding as to the amount of compensation due to such Revolving Credit Lender, absent manifest error.

Breakage Costs. Within 5 Business Days of demand made by The Borrower hereby indemnifies each Lender against any Lender to the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower shall compensate loss or expense that such Lender for and hold such Lender harmless from any loss, cost may sustain or expense incurred by it incur as a result of: consequence of (a) any continuationevent, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.17) of any Advance other than a Base Rate Advance 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 Revolving Loan prior to the end of the Interest Period in effect therefor, including, without limitation, as a day result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, (ii) the conversion of the Interest Period with respect to any Revolving Loan other than on the last day of the Interest Period in effect therefor, (iii) any Revolving Loan to be made by such Lender not being made after notice of such Loan shall have been given (or deemed given) by the Borrower hereunder (or by the Australian Agent hereunder) or (iv) other than with respect to any Defaulting Lender, any assignment of a Revolving Loan is made other than on the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor Loan as a result of a request by the Borrower pursuant to Section 2.15; including 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 anticipated profits, any foreign exchange losses and any loss or expense arising (i) its cost of obtaining funds for the Revolving Loan that is the subject of such Breakage Event for the period from the liquidation date of such Breakage Event to the last day of the Interest Period in effect (or reemployment that would have been in effect) for such Loan over (ii) the amount of funds obtained by it interest likely to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged be realized by such Lender in connection with redeploying the foregoing. For purposes funds released or not utilized by reason of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate such Breakage Event for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf A certificate of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that which such Lender is entitled to receive pursuant to this Section 2.11 2.15 shall be delivered to the Borrower and the Australian Agent and shall be conclusive and binding absent manifest error. The 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. Within 5 Business Days of demand made In addition to all amounts required to be paid by any Lender the Borrowers pursuant to Section 2.10(Interest), the Borrower (with a copy to the Administrative Agent) from time to time, such Borrower Borrowers shall compensate such Lender each Lender, upon demand, for all losses, expenses and hold such Lender harmless from liabilities (including any loss, cost 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 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 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 a Borrower or in a telephonic request by it as for borrowing or conversion or continuation or a result of: successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (aConversion/Continuation Option), (ii) if for any continuation, conversion, payment or prepayment reason any Eurocurrency Rate Loan is prepaid (including any deemed payment or repayment and any reallocated repayment mandatorily pursuant to Non-Defaulting Lenders provided for in Section 2.172.9 (Mandatory Prepayments)) of any Advance other than a Base Rate Advance on a day other than date that is not the last day of the applicable Interest Period for such Advance Period, (whether voluntary, mandatory, automatic, by reason iii) as a consequence of acceleration, a required conversion of a Eurocurrency Rate Loan to a Base Rate Loan as a result of any of the events indicated in Table of Contents clause (d) above or otherwise); (biv) as a consequence of any failure by the Borrower (for a reason other than the failure of such Lender Borrowers to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base repay Eurocurrency Rate Advance on the date or in the amount notified Loans when required by the Borrower; or (c) any assignment of a Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contractterms hereof. The Borrower Lender making demand for such compensation shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower deliver to the Lenders under Borrowers concurrently with such demand a written statement as to such losses, expenses and liabilities, and this Section 2.11, the requesting Lender statement shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on behalf of any Lender providing such notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower and shall be conclusive and binding absent manifest errorprima facie evidence thereof.