Common use of Breakage Costs Clause in Contracts

Breakage Costs. Each Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of (a) each Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans on a day that is not the last day of 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 any payment made by it under a Letter of Credit. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period 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 comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this Section 4.4 submitted by such Lender to each Borrower through the Administrative Agent shall be conclusive absent manifest error.

Breakage Costs. Each Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify each shall promptly compensate such Lender on demand for, for and to hold each such Lender harmless fromfrom any loss, any Tax, loss cost or expense that such Lender may sustain or incur incurred by it as a consequence of result of: (a) each Borrower’s failure any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to borrow Non-Defaulting Lenders provided for in Section 2.11(a) or continue Section 2.14) of any Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given Advance other than a notice thereof, (c) the making of a prepayment of Loans Base Rate Advance on a day that is not other than the last day of an the Interest Period with respect thereto for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (db) receipt any failure by the Borrower (for a reason other than the failure of such Lender to make an LC Participant pursuant Advance) to Section 2.4(e) of its Pro Rata Share of prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount necessary to reimburse notified by the LC Issuer in full for Borrower; or (c) any payment made by it under assignment of an Eurodollar Advance on a Letter of Credit. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to day other than the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would 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 commenced on funded the date of such failure) in each case Eurodollar Advances made by it at the applicable rate of interest Eurodollar Base Rate used in determining the Eurodollar Rate for such Loans provided Advance by a matching deposit or other borrowing in the offshore interbank market 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 Dollars for a comparable period with leading banks amount and for a comparable period, whether or not such Eurodollar Advance was in the London interbank market. A certificate as to any amounts payable pursuant to this Section 4.4 submitted by such Lender to each Borrower through the Administrative Agent shall be conclusive absent manifest errorfact so funded.

Breakage Costs. Each The Borrower agrees shall pay, in accordance with the Priority of Payments, to indemnify the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender on demand forfor any loss, and to hold each Lender harmless from, any Tax, loss cost or expense that (excluding administrative costs) (the “Breakage Costs”) incurred by such Lender may sustain or incur (as reasonably documented by such Lender and delivered to the Borrower) as a consequence result of (ai) each any prepayment of an Advance, other than an Advance which bears interest based on the Alternate Base Rate, on a date other than a Payment Date, (ii) any failure to repay or prepay an Advance on a Payment Date that (x) is required to be paid or (y) the 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 borrow or continue any Loan after requesting satisfy the same, (b) each Borrower’s failure conditions to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a prepayment default by any Lender in making its share of Loans on such Advance when required under the terms and conditions of this Agreement and (B) a day that is not the last day failure of an Interest Period 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 respect thereto or (dSection 2.1(c) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of no later than 5:00 p.m. on the amount necessary to reimburse second Business Day immediately preceding the LC Issuer in full for any payment made by it under a Letter of CreditFunding Date. Such indemnification may Breakage Costs to any Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount so prepaidof such Advance had such event not occurred, or not so borrowed or continuedat the Interest Rate that would have been applicable to such Advance, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such Interest the then current Accrual Period (or, in the case of a failure to borrow or continueborrow, for the Interest Period period that would have commenced on been the date of such failure) in each case at the applicable rate of interest initial Accrual Period for such Loans provided for herein (excludingAdvance), however, the Applicable Margin included therein, if any) 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 (as reasonably determined whether or not any Advances by such Lender) that would have accrued 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 on in accordance with Section 2.3 or within two (2) Business Days following such amount by placing such amount on deposit for a comparable period with leading banks prepayment in the London interbank market. A certificate as 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 any amounts payable pursuant to this Section 4.4 submitted by be made, within two (2) Business Days following the stated Funding Date for such Lender to each Borrower through the Administrative Agent Advance (in which case, Breakage Costs shall include interest thereon from such stated Funding Date), and shall be conclusive absent manifest error.

Breakage Costs. Each Borrower agrees In addition to indemnify all amounts required to be paid by the Borrowers pursuant to Section 2.7, the Borrowers shall compensate each Lender on Lender, at the time specified herein, or if no such time is specified, within ten Business Days of written demand for(with a copy of such demand to the Loan Agent), for all net losses, expenses and to hold each Lender harmless from, liabilities (including any Tax, loss or expense that 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 sustain have entered into to fund or incur 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 consequence of (ai) each any proposed Borrowing not occurring on a date specified therefor in any Notice of Borrowing given by any Borrower’s failure to borrow or continue any Loan after requesting the same, (bii) each Borrower’s failure any portion of the Loans being prepaid (including, subject to make any prepayment of Loans after such Borrower has given a notice thereofSection 2.6(c), (cmandatorily pursuant to Section 2.6 or this Section 2.10) the making of a prepayment of Loans on a day that date which is not the last day of an the applicable Interest Period with respect thereto Period, or (diii) receipt any failure by an LC Participant pursuant any Borrower to repay any portion of the Loans when required by the terms hereof (after giving effect to any grace periods). Any written demand by a Lender under this Section 2.4(e2.10(e) of its Pro Rata Share shall be accompanied by a certificate setting forth the basis for such demand and a calculation of the amount necessary to reimburse the LC Issuer thereof in full for any payment made by it under a Letter of Credit. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period 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 reasonable detail by such Lender. Such a certificate submitted to the Borrowers and the Loan Agent by a Lender shall be presumptively correct absent manifest error. Amounts paid under this Section 2.10(e) that would have accrued shall be paid to such Lender on such amount by placing such amount on deposit the Loan Agent for a comparable period with leading banks in the London interbank marketaccount of the applicable Lender. A certificate as Notwithstanding the provisions of this paragraph, the Borrowers shall not be obligated to pay any amounts payable pursuant to this Section 4.4 submitted by paragraph for periods occurring prior to the 60th day before the giving of such Lender certificate, provided that if the circumstances giving rise to each Borrower through the Administrative Agent such claim have a retroactive effect then such 60 day period shall be conclusive absent manifest errorextended to then include such period of retroactive effect.

Breakage Costs. Each Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence In the event of (a) each Borrower’s the failure by a Borrower to borrow borrow, convert or continue any Loan after requesting on the samedate specified in any notice delivered by the Borrower pursuant hereto, or (b) each Borrower’s failure to make the payment or conversion of any prepayment principal of Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans any LIBOR Loan other than on a day that is not the last day of an the Interest Period with respect applicable thereto (including as a result of an Event of Default or (d) receipt by an LC Participant pursuant prepayment), then, in any such event, the Borrowers shall compensate the Lender for the loss, cost and expense attributable to Section 2.4(e) such event. In the case of its Pro Rata Share of a LIBOR Loan, such loss, cost or expense to the amount necessary Lender shall be deemed to reimburse the LC Issuer in full for any payment made by it under a Letter of Credit. Such indemnification may include an amount equal determined by the Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount so prepaidof such Loan had such event not occurred, or not so borrowed or continuedat LIBOR plus the Applicable Margin that would have been applicable to such Loan, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period 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 (excludingLoan), however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that which would have accrued to such Lender accrue on such principal amount by placing for such amount on deposit period and the interest rate which the Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period with leading from other banks in the London interbank eurodollar market. A certificate as of the Lender setting forth any amount or amounts that the Lender is entitled to any amounts payable receive pursuant to this Section 4.4 submitted by such Lender to each Borrower through the Administrative Agent 2.14 shall be conclusive delivered to the Borrowers and shall, absent manifest error, constitute prima facie evidence thereof. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

Breakage Costs. Each Borrower agrees to indemnify each If any Lender on demand forincurs any cost, expense or loss (excluding loss of anticipated profits and to hold each Lender harmless from, any Tax, loss other indirect or expense that consequential damages) by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender may sustain to fund or incur maintain any Eurocurrency Loan as a consequence result 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) each Borrower’s failure to borrow any payment, prepayment or continue conversion of any such Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans on a day that is not date other than the last day of an its Interest Period with respect thereto (whether by acceleration, mandatory prepayment or otherwise); (b) any failure to make a principal payment of any such Loan on the due date therefor; (c) any failure by the Borrower to borrow, continue or prepay, or convert to, any such Loan on the date specified in a notice given pursuant to Section 2.3 (other than by reason of a default of such Lender); or (d) receipt any assignment of such Eurocurrency Loan that is required by an LC Participant the Borrower pursuant to Section 2.4(e) of its Pro Rata Share of 2.16 or Section 8.6; then the Borrower shall pay to such Lender such amount necessary to as will reimburse the LC Issuer in full such Lender for any payment made by it under a Letter of Creditsuch loss, cost or expense. Such indemnification may loss, cost or expense to any Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (i) with respect to a Eurocurrency Loan, the amount of interest that which would have accrued on the principal amount so prepaidof such Eurocurrency Loan had such event not occurred, or not so borrowed or continuedat the LIBO Rate that would have been applicable to such Eurocurrency Loan (excluding, for the avoidance of doubt, the Applicable Margin for such Eurocurrency Loan), for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period 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 anyEurocurrency Loan) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to accrue on such principal amount for such period at the interest rate which such Lender on would bid were it to bid, at the commencement of such amount by placing such amount on deposit period, for deposits in the applicable currency of a comparable amount and period with leading from other banks in the London or European interbank market. A If any Lender makes such a claim for compensation, it shall provide to the Borrower a certificate as to any amounts payable pursuant to this Section 4.4 submitted executed by an officer of such Lender setting forth the amount of such loss, 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 each Borrower through the Administrative Agent claim for compensation, and the amounts shown on such certificate shall be conclusive absent manifest errorprima 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 claim.

Breakage Costs. Each Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify each shall promptly compensate such Lender on demand for, for and to hold each such Lender harmless fromfrom any loss, any Tax, loss cost or expense that such Lender may sustain or incur incurred by it as a consequence of result of: (a) each Borrower’s failure any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to borrow Non-Defaulting Lenders provided for in Section 2.12(a), Section 2.14(b), or continue Section 2.16) of any Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given Advance other than a notice thereof, (c) the making of a prepayment of Loans Base Rate Advance on a day that is not other than the last day of an the Interest Period with respect thereto 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 any 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 (d) receipt 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 an LC Participant the Borrower pursuant to Section 2.4(e) 2.14. In the case of its Pro Rata Share of the amount necessary a Eurodollar Loan, such loss, cost or expense to reimburse the LC Issuer in full for any payment made by it under a Letter of Credit. Such indemnification may Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (ix) the amount of interest that which would have accrued on the principal amount so prepaidof such Loan had such event not occurred, or not so borrowed or continuedat the Adjusted Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period 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 (excludingLoan), however, the Applicable Margin included therein, if any) over (iiy) the amount of interest (as reasonably determined by which would accrue on such Lender) that would have accrued to principal amount for such period at the interest rate which such Lender on would bid were it to bid, at the commencement of such amount by placing such amount on deposit period, for dollar deposits of a comparable amount and period with leading from other banks in the London interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 4.4 submitted by such Lender to each Borrower through the Administrative Agent shall be conclusive absent manifest error.

Breakage Costs. Each The Borrower agrees to shall indemnify each Lender on demand for, and to hold each Lender harmless from, against any Tax, loss or reasonable expense which that such Lender may sustain has sustained or incur incurred as a consequence of of: (a) each Borrower’s an advance not being made following the service of a Utilisation Request (except as a result of the failure of that Lender to borrow or continue any Loan after requesting the same, comply with its obligations under this Agreement); or (b) each Borrower’s the failure of a Borrower to make payment on the due date of any prepayment of Loans after such Borrower has given a notice thereof, sum due under this Agreement; or (c) the making occurrence of a prepayment any Event of Loans on a day that is not Default or the last day operation of an Interest Period with respect thereto or (d) receipt by an LC Participant Section 14.2. Other than pursuant to Section 2.4(e7.4.1(b) and/or 7.4.2(b), in case of its Pro Rata Share any Voluntary Prepayment being made on a date prior to the last date of the amount necessary Term of the respective Loan, the respective Borrower shall pay to reimburse the LC Issuer in full for any payment made by it under a Letter Agent (on the account of Credit. Such indemnification may include the Lenders) an amount equal to the excess, amount (if any, of ) by which (i) the amount of additional interest that (excluding the Applicable Margin) which would have accrued been payable on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to Voluntary Prepayment had it been paid on the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period 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 Term exceeds (ii) the amount of interest (as reasonably determined by such Lender) that which in the reasonable opinion of the Agent would have accrued been payable to the Agent on the last day of such Lender on Term in respect of a deposit in the currency of the amount of such amount Voluntary Prepayment placed by placing such amount on deposit it with a prime bank in the relevant interbank market for a comparable period with leading banks starting on the date of receipt of such Voluntary Prepayment and ending on the last day of such Term. The amount referred to in the London interbank market. A certificate as and to any amounts payable be calculated pursuant to this Section 4.4 submitted 7.6 (the "Breakage Costs") shall be calculated and notified to the respective Borrower by the Agent and become due for payment upon receipt of the notification by such Lender to each Borrower through the Administrative Agent shall be conclusive absent manifest errorBorrower.

Breakage Costs. Each The Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of (a) each the Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each the Borrower’s failure to make any prepayment of Loans after such the Borrower has given a notice thereof, thereof or (c) the making of a prepayment of Loans on a day that is not the last day of 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 any payment made by it under a Letter of Creditthereto. Such indemnification may include an amount equal to the excess, if any, of (i) the NYI-4016648v10 amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period 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 comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this Section 4.4 3.4 submitted to the Borrower by such Lender to each Borrower through the Administrative Agent shall be conclusive absent and binding for all purposes in the absence of manifest error.

Breakage Costs. Each Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of If the Issuer (a) each Borrower’s failure pays any principal of any Advance other than on a Distribution Date (whether in connection with a permitted Class A-2 Prepayment of Advances, due to borrow acceleration or continue any Loan after requesting the same, otherwise) or (b) fails to effect a 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 Borrower’s failure to make any such prepayment of Loans after such Borrower has given or failed Draw, a notice thereof“Break Funding Event”), (c) then the making of a prepayment of Loans on a day that is not the last day of 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 shall compensate each affected Holder for any payment made loss (excluding loss of profits), cost and expense incurred by it under such Holder as a Letter result of Creditsuch Break Funding Event. Such indemnification may include The loss to any Holder attributable to any such Break Funding Event shall be deemed to be an amount determined by such Class A-2 Holder to be equal to the excess, excess (if any, ) of (i) such Holder’s cost of funding the principal amount of interest that would have accrued on the amount so prepaid, such prepayment or not so borrowed reduction (or continuedfailed Draw), for the period from the date of such prepayment or of such failure Break Funding Event to borrow or continue to but excluding the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period 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) next Distribution Date over (ii) the amount of interest (as reasonably determined obtainable by such LenderHolder upon the redeployment of an amount of funds equal to the amount of such prepayment or reduction (or failed Draw) that would have accrued for the period from the date of such Break Funding Event to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in but excluding the London interbank marketnext Distribution Date. A certificate as of any Holder setting forth any amount or amounts that such Holder is entitled to any amounts payable receive pursuant to this Section 4.4 submitted by Section, and the calculation of such Lender amount or amounts, shall be delivered to each Borrower through the Administrative 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 which such certificate is received by the Servicer and Trustee.

Breakage Costs. Each Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence In the event of (a) each Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given a notice thereof, (ci) the making payment of a prepayment any principal of Loans any Eurodollar Loan other than on a day that is not the last day of an Interest Period with respect applicable thereto (including as a result of an Event of Default), (ii) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto, or (div) receipt the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by an LC Participant the Borrower pursuant to Section 2.4(e) 2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of its Pro Rata Share of the amount necessary a Eurodollar Loan, such loss, cost or expense to reimburse the LC Issuer in full for any payment made by it under a Letter of Credit. Such indemnification may Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (iA) the amount of interest that would have accrued on the principal amount so prepaidof such Loan had such event not occurred, or not so borrowed or continuedat the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period 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 (excludingLoan), however, the Applicable Margin included therein, if any) over (iiB) the amount of interest (as reasonably determined by such Lender) that would have accrued to accrue on such principal amount for such period at the interest rate that such Lender on would bid, were it to bid, at the commencement of such amount by placing such amount on deposit period, for dollar deposits of a comparable amount and period with leading from other banks in the London interbank Eurodollar market. A certificate as of any Lender setting forth any amount or amounts that such Lender is entitled to any amounts payable receive pursuant to this Section 4.4 submitted by such Lender 2.14 shall be delivered to each the Borrower through the Administrative Agent 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. Each Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify each shall promptly compensate such Lender on demand for, for and to hold each such Lender harmless fromfrom any loss, any Tax, loss cost or expense that such Lender may sustain or incur incurred by it as a consequence of result of: (a) each Borrower’s failure to borrow or continue the payment of any Loan after requesting the same, (b) each Borrower’s failure to make principal of any prepayment of Eurocurrency Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans other than on a day that is not the last day of an Interest Period applicable thereto (including as a result of an Event of Default but excluding in connection with respect thereto a prepayment of Loans pursuant to Section 2.12(c), Section 2.12(d) or Section 2.12(e)); (b) the Conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto; (c) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert any Eurocurrency Loan on the date or in the amount notified by the Borrower; or (d) receipt any assignment of an Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by an LC Participant the Borrower pursuant to Section 2.4(e) 2.20 or 2.24; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for any payment made funds obtained by it under to maintain such Loan, 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. In the case of a Letter of Credit. Such indemnification may Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount so prepaidof such Loan had such event not occurred, or not so borrowed or continuedat the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period 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 (excludingLoan), 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 accrue on such principal amount for such period at the interest rate that such Lender on would bid were it to bid, at the commencement of such amount by placing such amount on deposit period, for Dollar deposits of a comparable amount and period with leading from other banks in the London interbank eurodollar market. A certificate as of any Lender setting forth any amount or amounts that such Lender is entitled to any amounts payable receive pursuant to this Section 4.4 submitted by such Lender shall be delivered to each the Borrower through the Administrative Agent 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. Each Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of (a) each Borrower’s failure Upon demand of any Lender (with a copy to borrow the Administrative Agent) from time to time, the Borrower shall compensate such Lender for and hold such Lender harmless from any loss, cost or continue expense incurred by it as a result of: (i) any Loan after requesting the samecontinuation, conversion, payment or prepayment (bincluding any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.12(a) each Borrower’s failure to make or Section 2.16) of any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans Eurodollar Advance on a day that is not other than the last day of an the Interest Period with respect thereto for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (dii) receipt any failure by the Borrower (for a reason other than the failure of such Lender to make an LC Participant Advance) to prepay, borrow, continue or convert any Eurodollar Advance on the date or in the amount notified by the Borrower; or (iii) 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 2.4(e) 2.14; including loss or expense arising from the liquidation or reemployment of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for any payment made funds obtained by it under a Letter of Creditto maintain such Advance and from fees payable to terminate the deposits from which such funds were obtained. Such indemnification may loss, cost or expense to any Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount so prepaidof such Advance had such event not occurred or such circumstance had not existed, or not so borrowed or continuedat the Eurodollar Rate that would have been applicable to such Advance, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period 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 (excludingAdvance), however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by which would accrue on such Lender) that would have accrued to principal amount for such period at the interest rate which such Lender on would bid were it to bid, at the commencement of such amount by placing such amount on deposit period, for dollar deposits of a comparable amount and period with leading from other banks in the London interbank Eurodollar market. A certificate as to of any amounts payable Lender setting forth in reasonable detail the calculation of the amount claimed by such Lender pursuant to this Section 4.4 submitted by such Lender 2.10 shall be delivered to each the Borrower through the Administrative Agent 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. Each Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify each shall promptly compensate such Lender on demand for, for and to hold each such Lender harmless fromfrom any loss, any Tax, loss cost or expense that such Lender may sustain or incur incurred by it as a consequence of result of: (a) each Borrower’s failure to borrow or continue the payment of any Loan after requesting the same, (b) each Borrower’s failure to make principal of any prepayment of Eurocurrency Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans other than on a day that is not the last day of an Interest Period with respect applicable thereto (including as a result of an Event of Default); (b) the Conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto; (c) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or Convert any Eurocurrency Loan on the date or in the amount notified by the Borrower; or (d) receipt any assignment of an Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by an LC Participant the Borrower pursuant to Section 2.4(e) 2.20 or 2.24; including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for any payment made funds obtained by it under to maintain such Loan, 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. In the case of a Letter of Credit. Such indemnification may Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount so prepaidof such Loan had such event not occurred, or not so borrowed or continuedat the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period 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 (excludingLoan), 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 accrue on such principal amount for such period at the interest rate that such Lender on would bid were it to bid, at the commencement of such amount by placing such amount on deposit period, for Dollar deposits of a comparable amount and period with leading from other banks in the London interbank eurodollar market. A certificate as of any Lender setting forth any amount or amounts that such Lender is entitled to any amounts payable receive pursuant to this Section 4.4 submitted by such Lender shall be delivered to each the Borrower through the Administrative Agent 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. Each Borrower agrees The Borrowers severally agree to indemnify each Lender on demand for, for and to hold each Lender harmless from, from any Tax, loss or expense that such Lender may sustain reasonably sustains or incur incurs as a consequence of (a) each Borrower’s failure to borrow default by the Borrowers in making a borrowing of, conversion into or continue any Loan continuation of Eurodollar Rate Loans after the Borrowers have given a notice requesting the samesame in accordance with the provisions of this Agreement, (b) each Borrower’s failure to make default by the Borrowers in making any prepayment of Loans after such Borrower has the Borrowers have given a notice thereof, thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Eurodollar Rate Loans on a day that is not the last day of 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 any payment made by it under a Letter of Creditthereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaidprepaid or converted, or not so borrowed borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow borrow, convert or continue, the Interest Period 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 comparable period with leading banks in the London interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 4.4 3.07 submitted to the Borrowers by such any Lender to each Borrower through the Administrative Agent shall be conclusive absent in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Breakage Costs. Each The Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of (a) each the Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each the Borrower’s failure to make any prepayment of Loans after such the Borrower has given a notice thereof, thereof or (c) the making of a prepayment of Loans on a day that is not the last day of 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 any payment made by it under a Letter of Creditthereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period 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 comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this Section 4.4 3.4 submitted by such Lender to each the Borrower through the Administrative Agent shall be conclusive absent manifest error.

Breakage Costs. Each Borrower (a) With respect to any 2003 Series B Notes that are subject to a Floating Rate, the Company agrees to indemnify each Lender on demand Holder of 2003 Series B Notes for, and promptly to hold pay to each Lender harmless fromsuch Holder of 2003 Series B Notes upon written request, any Taxamounts required to compensate such Holder for any losses, loss costs or expense that expenses sustained or incurred by such Lender may sustain or incur Holder as a consequence of any event (a) each Borrower’s failure to borrow or continue including any Loan after requesting the same, (b) each Borrower’s failure to make acceleration of a 2003 Series B Note and any prepayment of Loans after a 2003 Series B Note), which results in (i) such Borrower has given a notice thereofHolder receiving any amount on account of the principal of any 2003 Series B Note prior to the end of the Interest Period in effect therefor, or (cii) the making of conversion from a prepayment of Loans Floating Rate to the 2003 Series B Fixed Rate at any time other than on a day that is not the last day of 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 any payment made by it under a Letter of Credit. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on in effect therefor; including, without limitation, any loss, cost or expense incurred by reason of the date liquidation or reemployment 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 deposits or other funds acquired by such LenderHolder of 2003 Series B Notes to fund or maintain such 2003 Series B Notes. (b) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A certificate as of any Holder of 2003 Series B Notes setting forth any amount or amounts which such Holder is entitled to any amounts payable receive pursuant to this Section 4.4 submitted by such Lender 8.4 and, in reasonable detail, the basis therefor, shall be delivered to each Borrower through the Administrative Agent 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 of the 2003 Series B Notes, the invalidity or unenforceability of any term or provision of this Agreement or any Collateral Agreement or any investigation made by or on behalf of any such Holder.