Common use of Breakage Costs Clause in Contracts

Breakage Costs. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly 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 2.11(a) or Section 2.14) 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 an 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 2.13; 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 2.9, 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.

Breakage Costs. Upon Each Borrower agrees to indemnify each Lender on demand of for, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to timeTax, the Borrower shall promptly 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) each Borrower’s failure to borrow or continue any continuationLoan after requesting the same, conversion(b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given a notice thereof, payment or (c) the making of a prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) of any Advance other than a Base Rate Advance Loans on a day other than that is not the last day of the an Interest Period with respect thereto or (d) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for such Advance any payment made by it under a Letter of Credit. Such indemnification may include an amount equal to the excess, if any, of (whether voluntary, mandatory, automatic, by reason i) the amount of accelerationinterest that would have accrued on the amount so prepaid, or otherwise); (b) any failure by not so borrowed or continued, for the Borrower (for a reason other than period from the failure date of such Lender prepayment or of such failure to make an Advance) borrow or continue 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 an Eurodollar Advance on a day other than the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a result of a request by comparable period with leading banks in the Borrower London interbank market. A certificate as to any amounts payable pursuant to this Section 2.13; 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 4.4 submitted by such Lender in connection with to each Borrower through the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.9, the requesting Lender Administrative Agent 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 fundedconclusive absent manifest error.

Breakage Costs. Upon demand In the event of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) the failure by a Borrower to borrow, convert or continue any continuationLoan on the date specified in any notice delivered by the Borrower pursuant hereto, conversion, or (b) the payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) conversion of any Advance principal of any LIBOR Loan other than a Base Rate Advance on a day other than the last day of the Interest Period applicable thereto (including as a result of an Event of Default or prepayment), then, in any such event, the Borrowers shall compensate the Lender for the loss, cost and expense attributable to such Advance (whether voluntaryevent. In the case of a LIBOR Loan, mandatorysuch loss, automatic, by reason of acceleration, cost or otherwise); (b) any failure expense to the Lender shall be deemed to include an amount determined by the Borrower Lender to be the excess, if any, of (for a reason other than i) the failure amount of interest which would have accrued on the principal amount of such Lender Loan had such event not occurred, at LIBOR plus the Applicable Margin that would have been applicable to make an Advance) to prepaysuch Loan, 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 an Eurodollar Advance on a day other than such event to the last day of the then current Interest Period therefor as a result (or, in the case of a request by failure to borrow, convert or continue, for the Borrower pursuant to Section 2.13; including any loss period that would have been the Interest Period for such Loan), over (ii) the amount of anticipated profits, any foreign exchange losses interest which would accrue on such principal amount for such period and any loss or expense arising from the liquidation or reemployment of funds obtained by interest rate which the Lender would bid were it to maintain such Advancebid, 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 2.9, 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 commencement of such period, for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for dollar deposits of a comparable amount and for a comparable periodperiod from other banks in the eurodollar market. A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section 2.14 shall be delivered to the Borrowers and shall, whether or not absent manifest error, constitute prima facie evidence thereof. The Borrowers shall pay the Lender the amount shown as due on any such Eurodollar Advance was in fact so fundedcertificate within 30 days after receipt thereof.

Breakage Costs. Upon In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.7, the Borrowers shall compensate each Lender, at the time specified herein, or if no such time is specified, within ten Business Days of written demand of any Lender (with a copy of such demand to the Administrative Loan Agent) from time to time), the Borrower shall promptly compensate such Lender for all net 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 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, including any net loss of interest but excluding any other lost profit or any Taxes based on the overall net income of such Lender) which such Lender actually sustains as a result of: consequence 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 2.11(a) or Section 2.14) of any Advance other than a Base Rate Advance proposed Borrowing not occurring on a day other than date specified therefor in any Notice of Borrowing given by any Borrower, (ii) any portion of the Loans being prepaid (including, subject to Section 2.6(c), mandatorily pursuant to Section 2.6 or this Section 2.10) on a date which is not the last day of the applicable Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of accelerationPeriod, or otherwise); (biii) any failure by any Borrower to repay any portion of 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 Loans when required by the Borrower; or terms hereof (c) after giving effect to any assignment of an Eurodollar Advance on grace periods). Any written demand by a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.13; 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 2.9, 2.10(e) shall be accompanied by a certificate setting forth the requesting basis for such demand and a calculation of the amount thereof in reasonable detail by such Lender. Such a certificate submitted to the Borrowers and the Loan Agent by a Lender shall be deemed presumptively correct absent manifest error. Amounts paid under this Section 2.10(e) shall be paid to the Loan Agent for the account of the applicable Lender. Notwithstanding the provisions of this paragraph, the Borrowers shall not be obligated to pay any amounts pursuant to this paragraph for periods occurring prior to the 60th day before the giving of such certificate, provided that if the circumstances giving rise to such claim have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for a retroactive effect then 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 60 day period shall be extended to then include such Eurodollar Advance was in fact so fundedperiod of retroactive effect.

Breakage Costs. Upon demand The Borrower shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lender upon the request of any Lender (or Managing Agent on each date on which a prepayment is made in accordance with a copy to the Administrative Agent) from time to timePriority of Payments, the Borrower shall promptly such amount or amounts as shall, without duplication, compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding administrative costs) (the “Breakage Costs”) incurred by it such Lender (as reasonably documented by such Lender and delivered to the Borrower) as a result of: of (ai) any continuationprepayment of an Advance, conversionother than an Advance which bears interest based on the Alternate Base Rate, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) of any Advance on a date other than a Base Rate Payment Date, (ii) any failure to repay or prepay an Advance on a day other Payment Date that (x) is required to be paid or (y) the Borrower has elected to prepay on such Payment Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Funding Request shall have been delivered to be made on the Funding Date specified in such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement and (B) a failure of an Advance (or the applicable portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with Section 2.1(c) by no later than 5:00 p.m. on the second Business Day immediately preceding the Funding Date. Such Breakage Costs to any Lender shall be deemed to include an amount determined by such Lender 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 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 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 any such Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer and the Documentation Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3 or within two (2) Business Days following such prepayment in the case where no such notice is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to be made, within two (2) Business Days following the stated Funding Date for such Advance (whether voluntaryin which case, mandatoryBreakage Costs shall include interest thereon from such stated Funding 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 an 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 2.13; 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 2.9, 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 fundedconclusive absent manifest error.

Breakage Costs. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly 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 2.11(a) 2.12(a), Section 2.14(b), or Section 2.142.16) 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, or continue or Convert any Advance other than a Base Rate Eurodollar Advance on the date or in the amount notified by the Borrower; (c) any Conversion by the Borrower of any Eurodollar Advance into 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); or (cd) any assignment of an 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 2.13; including any loss 2.14. 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 2.9, the requesting Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (x) 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 Rate used in determining the Adjusted Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance by a matching deposit or other borrowing in Loan), over (y) 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.

Breakage Costs. Upon demand of If any Lender incurs any cost, expense or loss (with a copy to excluding loss of anticipated profits and other indirect or consequential damages) by reason of the Administrative Agent) from time to time, the Borrower shall promptly 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 Sections 8.1 or 8.2): (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 2.11(a) or Section 2.14) 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 an 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 2.132.16 or Section 8.6; 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 2.9, 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 expense in 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 such certificate shall be prima facie evidence of such Lender’s entitlement thereto. Within ten (10) days of receipt of such certificate, the Borrower shall pay directly to such Lender such amount as will compensate such Lender for such loss, cost or expense as provided herein, unless such Lender has failed to timely give notice to the Borrower of such claim for compensation as provided herein, in which event the Borrower shall not have any obligation to pay such Eurodollar Advance was in fact so fundedclaim.

Breakage Costs. (a) Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result 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 2.11(a2.12(a) or Section 2.142.16) of any Advance other than a Base Rate Eurodollar 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); (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 convert any Advance other than a Base Rate Eurodollar Advance on the date or in the amount notified by the Borrower; or (ciii) any assignment of an 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 2.132.14; 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, Advance and from fees payable to terminate the deposits from which such funds were obtained obtained. Such loss, cost or from the performance of expense to 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 2.9, 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 Advance had such event not occurred or such circumstance had not existed, at the Eurodollar Base Rate used 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 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 Advance), 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 period from other banks in the Eurodollar market. A certificate of any Lender setting forth in reasonable detail the calculation of the amount claimed by such Eurodollar Advance was in fact so fundedLender pursuant to this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 Business Days after receipt thereof.

Breakage Costs. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) the payment of any continuation, conversion, payment or prepayment principal of any Eurocurrency Loans other than on the last day of an Interest Period applicable thereto (including any deemed payment or repayment and any reallocated repayment as a result of an Event of Default but excluding in connection with a prepayment of Loans pursuant to Non-Defaulting Lenders provided for in Section 2.11(a2.12(c), Section 2.12(d) or Section 2.142.12(e)); (b) the Conversion of any Advance Eurocurrency Loan 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)applicable thereto; (bc) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advancea Loan) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance Eurocurrency Loan on the date or in the amount notified by the Borrower; or (cd) any assignment of an Eurodollar Advance Eurocurrency Loan 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 2.132.20 or 2.24; 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 AdvanceLoan, 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 In the case of calculating amounts payable by the Borrower a Eurocurrency Loan, such loss, cost or expense to the Lenders under this Section 2.9, the requesting any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have 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 that would accrue on such principal amount for Dollars such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and for a comparable period, whether period from other banks in the London interbank eurodollar market. A certificate of any Lender setting forth any amount or not amounts that such Eurodollar Advance was in fact so fundedLender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive 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. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the The Borrower shall promptly compensate such indemnify each Lender for and hold such on demand against any loss or reasonable expense which that Lender harmless from any loss, cost has sustained or expense incurred by it as a result consequence of: (a) any continuation, conversion, payment or prepayment an advance not being made following the service of a Utilisation Request (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) of any Advance other than except as a Base Rate Advance on a day other than the last day result of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason failure of acceleration, or otherwisethat Lender to comply with its obligations under this Agreement);; or (b) any failure by the Borrower (for a reason other than the failure of such Lender a Borrower to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance payment on the due date or in the amount notified by the Borrowerof any sum due under this Agreement; or (c) the occurrence of any assignment Event of an Eurodollar Advance Default or the operation of Section 14.2. Other than pursuant to Section 7.4.1(b) and/or 7.4.2(b), in case of any Voluntary Prepayment being made on a day other than date prior to the last date of the Term of the respective Loan, the respective Borrower shall pay to the Agent (on the account of the Lenders) an amount equal to the amount (if any) by which (i) the additional interest (excluding the Applicable Margin) which would have been payable on the amount of such Voluntary Prepayment had it been paid on the last day of such Term exceeds (ii) the Interest Period therefor as a result amount of interest which in the reasonable opinion of the Agent would have been payable to the Agent on the last day of such Term in respect of a request by deposit in the Borrower pursuant to Section 2.13; including any loss currency of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment amount of funds obtained such Voluntary Prepayment placed 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 2.9, 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 prime bank in the offshore relevant interbank market for Dollars a period starting on the date of receipt of such Voluntary Prepayment and ending on the last day of such Term. The amount referred to in and to be calculated pursuant to this Section 7.6 (the "Breakage Costs") shall be calculated and notified to the respective Borrower by the Agent and become due for a comparable amount and for a comparable period, whether or not payment upon receipt of the notification by such Eurodollar Advance was in fact so fundedBorrower.

Breakage Costs. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) the payment of any continuation, conversion, payment or prepayment principal of any Eurocurrency Loans other than on the last day of an Interest Period applicable thereto (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(aas a result of an Event of Default); (b) or Section 2.14) the Conversion of any Advance Eurocurrency Loan 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)applicable thereto; (bc) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advancea Loan) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance Eurocurrency Loan on the date or in the amount notified by the Borrower; or (cd) any assignment of an Eurodollar Advance Eurocurrency Loan 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 2.132.20 or 2.24; 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 AdvanceLoan, 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 In the case of calculating amounts payable by the Borrower a Eurocurrency Loan, such loss, cost or expense to the Lenders under this Section 2.9, the requesting any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have 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 that would accrue on such principal amount for Dollars such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and for a comparable period, whether period from other banks in the London interbank eurodollar market. A certificate of any Lender setting forth any amount or not amounts that such Eurodollar Advance was in fact so fundedLender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive 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. Upon demand (a) With respect to any 2003 Series B Notes that are subject to a Floating Rate, the Company agrees to indemnify each Holder of 2003 Series B Notes for, and promptly to pay to each such Holder of 2003 Series B Notes upon written request, any amounts required to compensate such Holder for any losses, costs or expenses sustained or incurred by such Holder as a consequence of any Lender event (with including any acceleration of a copy 2003 Series B Note and any prepayment of a 2003 Series B Note), which results in (i) such Holder receiving any amount on account of the principal of any 2003 Series B Note prior to the Administrative Agentend of the Interest Period in effect therefor, or (ii) the conversion from a Floating Rate to the 2003 Series B Fixed Rate at any time to timeother than on the last day of the Interest Period in effect therefor; including, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from without limitation, 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 2.11(a) or Section 2.14) 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 an 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 2.13; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of deposits or other funds obtained acquired by it such Holder of 2003 Series B Notes to fund or maintain such Advance, from fees payable to terminate the deposits from 2003 Series B Notes. (b) A certificate of any Holder of 2003 Series B Notes setting forth any amount or amounts which such funds were obtained or from Holder is entitled to receive pursuant to this Section 8.4 and, in reasonable detail, the performance basis therefor, shall be delivered to the Company and shall be conclusive absent manifest error. The provisions of this Section 8.4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with of the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.92003 Series B Notes, the requesting Lender shall be deemed to have funded the Eurodollar Advances invalidity or unenforceability of any term or provision of this Agreement or any Collateral Agreement or any investigation made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for or on behalf of 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 fundedHolder.

Breakage Costs. Upon demand The Borrower shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lender upon the request of any Lender (or Managing Agent on each date on which a prepayment is made in accordance with a copy to the Administrative Agent) from time to timePriority of Payments, the Borrower shall promptly such amount or amounts as shall, without duplication, compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding administrative costs) (the “Breakage Costs”) incurred by it such Lender (as reasonably documented by such Lender and delivered to the Borrower) as a result of: of (ai) any continuationprepayment of an Advance, conversionother than an Advance which bears interest based on the Alternate Base Rate, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) of any Advance on a date other than a Base Rate Payment Date, (ii) any failure to repay or prepay an Advance on a day other Payment Date that (x) is required to be paid or (y) the Borrower has elected to prepay on such Payment Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Funding Request shall have been delivered to be made on the Funding Date specified in -12- such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement and (B) a failure of an Advance (or the applicable portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with Section 2.1(c) by no later than 5:00 p.m. on the second Business Day immediately preceding the Funding Date. Such Breakage Costs to any Lender shall be deemed to include an amount determined by such Lender 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 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 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 any such Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer and the Documentation Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3 or within two (2) Business Days following such prepayment in the case where no such notice is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to be made, within two (2) Business Days following the stated Funding Date for such Advance (whether voluntaryin which case, mandatoryBreakage Costs shall include interest thereon from such stated Funding 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 an 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 2.13; 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 2.9, 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 fundedconclusive absent manifest error.

Breakage Costs. Upon demand of any Lender (with a copy The Borrowers severally agree to the Administrative Agent) from time to time, the Borrower shall promptly compensate such indemnify each Lender for and to hold such each Lender harmless from any loss, cost loss or expense incurred by it that such Lender reasonably sustains or incurs as a result of: consequence of (a) default by the Borrowers in making a borrowing of, conversion into or continuation of Eurodollar Rate Loans after the Borrowers have given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrowers in making any continuation, conversion, payment prepayment after the Borrowers have given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) conversion of any Advance other than a Base Eurodollar Rate Advance Loans on a day other than that is not the last day of the an Interest Period for such Advance with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (whether voluntary, mandatory, automatic, by reason i) the amount of accelerationinterest that would have accrued on the amount so prepaid or converted, or otherwise); (b) any failure by not so borrowed, converted or continued, for the Borrower (for a reason other than period from the failure date of such Lender prepayment or conversion or of such failure to make an Advance) to prepay, borrow, convert or 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 an Eurodollar Advance on a day other than to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a result of a request by comparable period with leading banks in the Borrower interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 2.13; 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 3.07 submitted to the Lenders under this Section 2.9, the requesting Borrowers by any 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 conclusive in the offshore interbank market for Dollars for a comparable amount absence of manifest error. This covenant shall survive the termination of this Agreement and for a comparable period, whether or not such Eurodollar Advance was in fact so fundedthe payment of the Loans and all other amounts payable hereunder.

Breakage Costs. Upon demand of any Lender (with a copy to If the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: Issuer (a) pays any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) principal of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance Distribution Date (whether voluntaryin connection with a permitted Class A-2 Prepayment of Advances, mandatory, automatic, by reason of acceleration, due to acceleration or otherwise); ) or (b) any failure by the Borrower (for fails to effect 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 Draw on the scheduled date therefor after having submitted a Draw Request to the Class A-2 Agent in accordance with Section 2.03 (each such prepayment or in failed Draw, a “Break Funding Event”), then the amount notified Issuer shall compensate each affected Holder for any loss (excluding loss of profits), cost and expense incurred by the Borrower; or (c) any assignment of an Eurodollar Advance on a day other than the last day of the Interest Period therefor such Holder as a result of a request by the Borrower pursuant to Section 2.13; 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 contractBreak Funding Event. The Borrower shall also pay loss to any customary administrative fees charged by Holder attributable to any such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.9, the requesting Lender Break Funding Event shall be deemed to have funded be an amount determined by such Class A-2 Holder to be equal to the Eurodollar Advances made excess (if any) of (i) such Holder’s cost of funding the principal amount of such prepayment or reduction (or failed Draw), for the period from the date of such Break Funding Event to but excluding the next Distribution Date over (ii) the amount of interest obtainable by it at such Holder upon the Eurodollar Base Rate used redeployment of an amount of funds equal to the amount of such prepayment or reduction (or failed Draw) for the period from the date of such Break Funding Event to but excluding the next Distribution Date. A certificate of any Holder setting forth any amount or amounts that such Holder is entitled to receive pursuant to this Section, and the calculation of such amount or amounts, shall be delivered to the Issuer, the Servicer, the Trustee and the Class A-2 Agent and shall be conclusive absent manifest error. The Issuer shall pay such Holder the amount shown as due on any such certificate on the Distribution Date following the Due Period in determining which such certificate is received by the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount Servicer and for a comparable period, whether or not such Eurodollar Advance was in fact so fundedTrustee.

Breakage Costs. Upon The Borrower agrees to indemnify each Lender on demand of for, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to timeTax, the Borrower shall promptly 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) the Borrower’s failure to borrow or continue any continuationLoan after requesting the same, conversion, payment (b) the Borrower’s failure to make any prepayment of Loans after the Borrower has given a notice thereof or (c) the making of a prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) of any Advance other than a Base Rate Advance Loans on a day other than that is not the last day of the an Interest Period for such Advance with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (whether voluntary, mandatory, automatic, by reason i) the NYI-4016648v10 amount of accelerationinterest that would have accrued on the amount so prepaid, or otherwise); (b) any failure by not so borrowed or continued, for the Borrower (for a reason other than period from the failure date of such Lender prepayment or of such failure to make an Advance) borrow or continue 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 an Eurodollar Advance on a day other than the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a result of a request by comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this Section 3.4 submitted to the Borrower pursuant to Section 2.13; 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 2.9, 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 conclusive and binding for such Advance by a matching deposit or other borrowing all purposes 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 fundedabsence of manifest error.

Breakage Costs. Upon demand The Borrower shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lender upon the request of any Lender (or Managing Agent on each date on which a prepayment is made in accordance with a copy to the Administrative Agent) from time to timePriority of Payments, the Borrower shall promptly such amount or amounts as shall, without duplication, compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding administrative costs) (the “Breakage Costs”) incurred by it such Lender (as reasonably documented by such Lender and delivered to the Borrower) as a result of: of (ai) any continuationprepayment of an Advance, conversionother than an Advance which bears interest based on the Alternate Base Rate, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) of any Advance on a date other than a Base Rate Payment Date, (ii) any failure to repay or prepay an Advance on a day other Payment Date that (x) is required to be paid or (y) the Borrower has elected to prepay on such Payment Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Funding Request shall have been delivered to be made on the Funding Date specified in such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement and (B) a failure of an Advance (or the applicable portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with Section 2.1(c) by no later than 5:00 p.m. on the second Business Day immediately {B2297203; 11} - 12 - preceding the Funding Date. Such Breakage Costs 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 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 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 any such Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer and the Documentation Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3 or within two (2) Business Days following such prepayment in the case where no such notice is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to be made, within two (2) Business Days following the stated Funding Date for such Advance (whether voluntaryin which case, mandatoryBreakage Costs shall include interest thereon from such stated Funding 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 an 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 2.13; 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 2.9, 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 fundedconclusive absent manifest error.

Breakage Costs. Upon demand of any Lender (with a copy to If the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: Issuer (a) pays any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) principal of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance Distribution Date (whether voluntaryin connection with a permitted Class A-2 Prepayment of Advances, mandatory, automatic, by reason of acceleration, due to acceleration or otherwise); ) or (b) any failure by the Borrower (for fails to effect 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 Draw on the scheduled date therefor after having submitted a Draw Request to the Class A-2 Agent in accordance with Section 2.03 (each such prepayment or in failed Draw, a “Break Funding Event”), then the amount notified Issuer shall compensate each affected Holder for any loss (excluding loss of profits), cost and expense incurred by the Borrower; or (c) any assignment of an Eurodollar Advance on a day other than the last day of the Interest Period therefor such Holder as a result of a request by the Borrower pursuant to Section 2.13; 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 contractBreak Funding Event. The Borrower shall also pay loss to any customary administrative fees charged by Holder attributable to any such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.9, the requesting Lender Break Funding Event shall be deemed to have funded be an amount determined by such Holder to be equal to the Eurodollar Advances made excess (if any) of (i) such Holder’s cost of funding the principal amount of such prepayment or reduction (or failed Draw), for the period from the date of such Break Funding Event to but excluding the next Distribution Date over (ii) the amount of interest obtainable by it at such Holder upon the Eurodollar Base Rate used redeployment of an amount of funds equal to the amount of such prepayment or reduction (or failed Draw) for the period from the date of such Break Funding Event to but excluding the next Distribution Date. A certificate of any Holder setting forth any amount or amounts that such Holder is entitled to receive pursuant to this Section, and the calculation of such amount or amounts, shall be delivered to the Issuer, the Servicer, the Trustee and the Class A-2 Agent and shall be conclusive absent manifest error. The Issuer shall pay such Holder the amount shown as due on any such certificate on the Distribution Date following the Due Period in determining which such certificate is received by the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for Dollars for a comparable amount Servicer and for a comparable period, whether or not such Eurodollar Advance was in fact so fundedTrustee.

Breakage Costs. Upon The Borrower agrees to indemnify each Lender on demand of for, and to hold each Lender harmless from, any Lender (with a copy to the Administrative Agent) from time to timeTax, the Borrower shall promptly 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) the Borrower’s failure to borrow or continue any continuationLoan after requesting the same, conversion, payment (b) the Borrower’s failure to make any prepayment of Loans after the Borrower has given a notice thereof or (c) the making of a prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) of any Advance other than a Base Rate Advance Loans on a day other than that is not the last day of the an Interest Period for such Advance with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (whether voluntary, mandatory, automatic, by reason i) the amount of accelerationinterest that would have accrued on the amount so prepaid, or otherwise); (b) any failure by not so borrowed or continued, for the Borrower (for a reason other than period from the failure date of such Lender prepayment or of such failure to make an Advance) borrow or continue 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 an Eurodollar Advance on a day other than the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period therefor that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a result of a request by comparable period with leading banks in the Borrower London interbank market. A certificate as to any amounts payable pursuant to this Section 2.13; 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 3.4 submitted by such Lender in connection with the foregoing. For purposes of calculating amounts payable by to the Borrower to through the Lenders under this Section 2.9, the requesting Lender Administrative Agent 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 fundedconclusive absent manifest error.

Breakage Costs. Upon demand In the event of (i) the payment of any Lender principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly 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), (aii) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) 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); (biii) 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 Loan on the date specified in any notice delivered pursuant hereto, or in (iv) the amount notified by the Borrower; or (c) any assignment of an 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 2.13; including 2.17, 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 2.9, the requesting Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that 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 (B) the offshore interbank market amount of interest that would accrue on such principal amount for Dollars such period at the interest rate that such Lender would bid, were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and for a comparable period, whether period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or not amounts that such Eurodollar Advance was in fact so fundedLender is entitled to receive pursuant to this Section 2.14 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.