Common use of Breakage Costs Clause in Contracts

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costs, expenses and/or liabilities (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (a) any default by Borrower in payment of the principal of or interest on a LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) the amount of interest that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTY.

Breakage Costs. (a) Each Borrower hereby acknowledges indemnifies each Lender against, and agrees to pay each Lender promptly on demand the amount of, any loss, liability, reasonable cost or expense (collectively, Breakage Costs) which that Lender will incur additional costs, expenses and/or liabilities (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) incurs as a consequence of: (i) the prepayment (including as a result of (a) any default by Borrower in payment an Event of the principal of or interest on a LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatoryDefault) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date last day of the Interest Period; (ii) any failure by an Obligor to pay any amount due under a Finance Document on its due date (taking into account any applicable grace periods); (iii) the failure (or delay) by an Obligor to borrow, convert or continue any part of the Loan after a Request has been delivered with respect thereto (including as a result of the failure (or delay) of an Acquisition to close); (iv) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment; or (v) the assignment, at the request of the Company under Clause 7.7 (Involuntary payment and cancellation), of the Loan or any part of the Loan. (b) Breakage Costs shall be deemed to include the amount (if any) determined by the relevant Lender by which: (i) the interest which that it is extremely difficult and impractical Lender would have received for the period from the date of receipt of any part of its share in the Loan or an overdue amount to ascertain the extent last day of the applicable Interest Period or term on overdue amount if the principal or overdue amount received had been paid on the last day of such costs and liabilities. ThereforeInterest Period or term, upon exceeds (ii) the occurrence of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay amount which that Lender would be able to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, obtain by placing an amount equal to the difference between amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Interest Period. (ic) Each Lender must supply to the Agent for the relevant Borrower details of the amount of interest that would have accrued on the Outstanding Principal Balance for the remainder any Breakage Costs claimed by it under this Subclause, and each Lender’s calculation of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “its Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYCosts shall be presumed correct absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrower hereby acknowledges and agrees that Lender will incur additional costspursuant to Section 2.10 (Interest), the Borrower shall compensate each Revolving Credit Lender, upon demand, for all losses, expenses and/or and liabilities (which may include interest including any loss or fees from expense incurred by reason of the liquidation or reemployment of deposits or other funds obtained acquired by such Revolving Credit Lender to make fund or maintain such Revolving Credit Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to terminate be made prior to the deposits from which Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such funds were obtainedprepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of (a) any default by Borrower in payment of the principal of or interest on a LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the required conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Eurodollar Rate Loan to a Prime Base Rate Loan on as a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence result of any of the events described indicated in clause (d) above or (iv) as a consequence of any failure by the foregoing clauses (a)Borrower to repay Eurodollar Rate Loans when required by the terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, (b)expenses and liabilities, and (c), Borrower this statement shall pay be conclusive as to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) the amount of interest that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for compensation due to such Interest PeriodRevolving Credit Lender, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYabsent manifest error.

Breakage Costs. The Borrower hereby acknowledges and agrees that shall pay to each Lender will incur additional costs(or its related Liquidity Providers), expenses and/or liabilities as applicable, upon the request of such Lender or the Agent on its behalf, such amount or amounts as shall compensate such Lender for any actual loss (which may include interest including loss of profit), cost or fees from expense incurred by such Lender (as determined by such Lender, or, in the liquidation or reemployment case of funds obtained by Lender to make the Loan or to terminate the deposits from which a Conduit Lender, its Liquidity Agent, on behalf of such funds were obtainedConduit Lender) as a consequence result of (a) any default by Borrower in payment repayment of the principal of or an Advance (and interest on a LIBOR Rate Loan, (bthereon) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than (i) a Settlement Date or (ii) the Payment Date and that it is extremely difficult and impractical maturity date of the related Commercial Paper Notes or other funding source used by the applicable Lender or its related Liquidity Providers to ascertain fund such Advance, or (b) any failure by the extent of such costs and liabilities. Therefore, upon the occurrence Borrower to borrow funds in respect of any Advance requested by or on behalf of the events described in the foregoing clauses Borrower pursuant to Section 2.2(a) (a), (b), and (c), Borrower shall pay to LenderBorrowing Request) above, in addition either case, such compensation to all interestinclude, principal and other amounts due under this Agreement and the other Loan Documentswithout limitation, an amount equal to any loss or expense suffered by such Lender during the difference between period from the date of receipt of such repayment or failure to borrow, as the case may be, to (ibut excluding) the scheduled maturity date of such source of funds (or, if earlier (in the case of a Lender that is not a Conduit Lender) the next following Settlement Date or the Scheduled Maturity Date), if the rate of interest obtained by such Lender upon the redeployment of an amount of funds equal to the amount of such repayment or failure to borrow, as the case may be, is less than the interest that would have accrued hereunder at the applicable Facility Rate (such expense to be referred to as "Breakage Costs"). All Breakage Costs shall be due and payable hereunder on the Outstanding Principal Balance for the remainder date of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) prepayment and as a condition precedent to any optional prepayment hereunder. The determination by any Lender or its Liquidity Agent of the amount of interest that would accrue on any such loss, cost or expense shall be set forth in a written notice to the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described Borrower in the foregoing clauses (a)reasonable detail and shall be conclusive, (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYabsent manifest error.

Breakage Costs. (a) If for any reason whatsoever any payment or purchase of principal of, or conversion of, any LIBOR Advance of any Subsidiary Borrower hereby acknowledges and agrees is made on any date other than on the last day of an Interest Period relating to such LIBOR Advance, then such Subsidiary Borrower shall, upon demand by the Loan Administrator, pay to the Loan Administrator any amounts which the Lender requires to compensate the Lender for any additional losses, costs or expenses which the Lender may reasonably incur as a result of: (i) any additional amount that the Lender will incur additional costsis required, expenses and/or liabilities under the terms of Section 11.04(c) of the EPC Credit Agreement or any analogous provision of any EPC Refinancing Facility, to pay to any EPC Lender as a result of any prepayment of EPC Obligations on such date as a result of the prepayment of the Loan of such Subsidiary Borrower on such date; or (which may include interest ii) any loss, cost or fees from expense incurred by the Lender by reason of the liquidation or reemployment of deposits or other funds obtained acquired by the Lender to make fund or maintain the Loan or to terminate the deposits from which LIBOR Advance of such funds were obtained) as a consequence of (a) any default by Subsidiary Borrower in payment of the principal of or interest that was prepaid on a LIBOR Rate Loan, such date. (b) In addition, if for any Prepayment reason (whether voluntary or mandatoryother than as described in Section 2.07(a)(i)), the Lender is required, under the terms of Section 11.04(c) of the LIBOR Rate Loan EPC Credit Agreement or any analogous provision of any EPC Refinancing Facility, to pay to any EPC Lender as a result of any prepayment of EPC Obligations on such date (whether or not such prepayment was made as a day that is not a Payment Dateresult of any prepayment of the Loans hereunder or otherwise), or (c) but without duplication of any amount payable pursuant to Section 2.07(a)(i), then the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. ThereforeSubsidiary Borrowers shall, upon demand by the occurrence of any of the events described in the foregoing clauses (a)Loan Administrator, (b), and (c), Borrower shall pay to Lender, in addition the Loan Administrator any amounts which the Lender is required to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal pay to the difference between (i) the amount of interest that would have accrued such EPC Lender on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYdate.

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costsTo induce the Lenders to provide the LIBOR Rate option on the terms provided herein, expenses and/or liabilities if (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (ai) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower shall default by Borrower in payment when due of the principal amount of or interest on a any LIBOR Rate LoanAdvance; (iii) the Borrower shall default in making any borrowing of, (b) any Prepayment (whether voluntary conversion into or mandatory) continuation of the LIBOR Rate Loan on a day that is not a Payment DateAdvances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of, or conversion or continuation of, any LIBOR Rate Advances); or (civ) the conversion (for Borrower shall fail to make any reason whatsoever, whether voluntary or involuntary) prepayment of a LIBOR Rate Loan to Advance after the Borrower has given a Prime Rate Loan on a date other than notice thereof in accordance herewith, then, in any such case, the Payment Date Borrower shall indemnify and that it is extremely difficult hold harmless each Lender from and impractical to ascertain the extent of such against all reasonable and customary losses, costs and liabilities. Therefore, upon the occurrence of expenses resulting from or arising from any of the events described in the foregoing clauses (a)any such loss, (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) the amount of interest that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) cost or (c) occurred (collectivelyexpense, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A Such indemnification shall include any loss (excluding loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (if any). For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATERate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Rate Advance and having a maturity comparable to the relevant LIBOR Period; provided, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYhowever, that each Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes.

Breakage Costs. (a) Borrower hereby acknowledges and agrees to compensate each Lender for any reasonable out-of-pocket third party loss, cost or expense incurred by it as a result of (i) a default by Borrower in making a borrowing of, conversion into or continuation of a Term SOFR Loan, after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a Term SOFR Loan, for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 8.02) on a day that Lender will incur additional costsis not a Payment Date or the last day of an Interest Period with respect thereto, expenses and/or liabilities or (which may include iv) the early termination of any swap or other interest rate hedging arrangements, including, without limitation, any such loss, cost or fees expense arising from the liquidation or reemployment of funds obtained by Lender to make the Loan or it, from fees payable to terminate the deposits from which such funds were obtained) as a consequence of (a) obtained or from reversing any default swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower in payment of the principal of or interest under this Section 2.08(a) be less than Five Hundred and 00/100 Dollars ($500.00) on a LIBOR Rate Loan, each such occurrence. (b) any Prepayment (whether voluntary or mandatory) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.08, which certificate shall provide reasonable detail as to the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent calculation of such costs and liabilitiesloss, cost or expense. Therefore, upon the occurrence Such certificate shall constitute prima facie evidence of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) the amount of interest that would have accrued such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate basis on which such calculations are then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) being made by similarly situated banks or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYfinancial institutions generally.

Breakage Costs. The Borrower hereby acknowledges shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender for any loss, cost or expense (excluding administrative costs) (the “Breakage Costs”) incurred by such Lender (as reasonably documented by such Lender and agrees that Lender will incur additional costs, expenses and/or liabilities (which may include interest or fees from delivered to the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtainedBorrower) as a consequence result of (ai) any default by Borrower in payment prepayment of an Advance, other than an Advance which bears interest based on the principal of or interest Alternate Base Rate, on a LIBOR Rate Loandate other than a Payment Date, (bii) any Prepayment (whether voluntary failure to repay or mandatory) of the LIBOR Rate Loan prepay an Advance on a day Payment Date that (x) is not a required to be paid or (y) the Borrower has elected to prepay on such Payment Date, or (ciii) any failure on the conversion (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 whatsoeverreason, whether voluntary or involuntary) of a LIBOR Rate Loan including the Borrower’s failure to a Prime Rate Loan on a date other than satisfy the Payment Date and that it is extremely difficult and impractical conditions to ascertain the extent making of such costs 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 liabilities. Therefore, upon the occurrence conditions of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and (B) a failure of an Advance (or the other Loan Documents, 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 equal determined by such Lender to be the difference between excess, if any, of (i) the amount of interest that which would have accrued on the Outstanding Principal Balance principal amount of such Advance had such event not occurred, at the Interest Rate that would have been applicable to such Advance, for the remainder period from the date of such event to the last day of the Interest then current Accrual Period at (or, in the Applicable Interest Rate then in effect case of a failure to borrow, for the period that would have been the initial Accrual Period for such Interest PeriodAdvance), less over (ii) the amount of interest that Interest which would accrue on such principal amount for such period at the Outstanding Principal Balance 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 remainder 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 Interest Period if amount of any such Breakage Costs shall be set forth in a written notice to the Applicable Interest Rate were set on Borrower, the Servicer and the Documentation Agent delivered by the applicable Lender prior to the date any of the events described such prepayment in the foregoing clauses case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3 or within two (a2) 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 (b2) or Business Days following the stated Funding Date for such Advance (c) occurred (collectivelyin which case, “Breakage Costs”Costs shall include interest thereon from such stated Funding Date). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYand shall be conclusive absent manifest error.

Breakage Costs. The Borrower hereby acknowledges and agrees that shall pay to the Administrative Agent for the account of the applicable Lender, upon the request of any Lender will incur additional costsor the Administrative Agent on each date on which a prepayment is made, expenses and/or liabilities such amount or amounts as shall, without duplication, compensate such Lender for any loss, cost or expense (which may include interest or fees from the liquidation or reemployment of funds obtained “Breakage Costs”) incurred by such Lender to make the Loan or to terminate the deposits from which (as reasonably determined by such funds were obtainedLender) as a consequence result of (ai) any default by Borrower in payment prepayment of an Advance which bears interest based on the principal of CP Rate or the Adjusted Eurodollar Rate (and interest thereon) arising under this Agreement or the Support Facilities on a LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not date other than a Payment Date, or (cii) any failure of an Advance as to which a Funding Request shall have been delivered to be made on the conversion (Funding Date specified in such Funding Request for any reason whatsoeverreason, whether voluntary or involuntary) of a LIBOR Rate Loan including the Borrower’s failure to a Prime Rate Loan on a date other than satisfy the Payment Date and that it is extremely difficult and impractical conditions to ascertain the extent making of such costs Advance set forth in Sections 2.1 or 2.2(a) or Article III, but excluding a default by a Lender in making its share of such Advance when required under the terms and liabilitiesconditions of this Agreement. ThereforeIn the case of an Advance bearing interest based on the Adjusted Eurodollar Rate, upon the occurrence of such loss, cost or expense to any of the events described in the foregoing clauses (a), (b), and (c), Borrower Lender shall pay be deemed to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, include an amount equal determined by such Lender to be the difference between excess, if any, of (i) the amount of interest that which would have accrued on the Outstanding Principal Balance principal amount of such Advance had such event not occurred, at the Adjusted Eurodollar Rate that would have been applicable to such Advance, for the remainder period from the date of such event to the last day of the Interest then current Accrual Period at (or, in the Applicable Interest Rate then in effect case of a failure to borrow, for the period that would have been the initial Accrual Period for such Interest PeriodAdvance), less over (ii) the amount of interest that Interest which would accrue on such principal amount for such period at the Outstanding Principal Balance 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). In the case of an Advance bearing interest based on the CP Rate, such loss, cost or expense to any Conduit Lender shall in no event exceed the amount of interest which would have accrued on the principal amount of such Advance had such event not occurred, at the CP Rate that would have been applicable to such Advance, for the remainder period from the date of such event to the last day of the Interest then current Accrual Period if (or, in the Applicable Interest Rate were case of a failure to borrow, for the period that would have been the initial Accrual Period for such Advance). In the case of a prepayment, the determination by any Lender of the amount of any such loss or expense shall be set on forth in a written notice to the Borrower delivered by the applicable Lender prior to the date any of the events described such prepayment in the foregoing clauses case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3(b) or within two (a2) 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 (b2) or Business Days following the stated Funding Date for such Advance (c) occurred (collectivelyin which case, “Breakage Costs”Costs shall include interest thereon from such stated Funding Date). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYand shall be conclusive absent manifest error.

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costsTo induce the Lenders to provide the LIBOR Rate on the terms provided herein, expenses and/or liabilities if (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (ai) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.3(c), repaid in whole or in part on any date other than a Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Transaction Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower shall default by Borrower in payment when due of the principal amount of or interest on a any LIBOR Rate Loan, Advance; (biii) the Borrower shall default in making any Prepayment (whether voluntary or mandatory) borrowing of the LIBOR Rate Loan on a day that is not a Payment Date, Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of any LIBOR Rate Advances); or (civ) the conversion (for Borrower shall fail to make any reason whatsoever, whether voluntary or involuntary) prepayment of a LIBOR Rate Loan to Advance after the Borrower has given a Prime Rate Loan on a date other than notice thereof in accordance herewith, then, in any such case, the Payment Date Borrower shall indemnify and that it is extremely difficult hold harmless each Lender from and impractical to ascertain the extent of such against all losses, costs and liabilities. Therefore, upon the occurrence of expenses resulting from or arising from any of the events described in the foregoing clauses (a)any such loss, (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) the amount of interest that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) cost or (c) occurred (collectivelyexpense, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (if any). For the purpose of calculating amounts payable to a Lender under this subsection, this subsection shall apply only to Lenders that have actually funded its relevant LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATERate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Rate Advance; provided, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYhowever, that each Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, and the foregoing sentence shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes.

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

Breakage Costs. The Borrower hereby acknowledges shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender for any loss, cost or expense (excluding administrative costs) (the “Breakage Costs”) incurred by such Lender (as reasonably documented by such Lender and agrees that Lender will incur additional costs, expenses and/or liabilities (which may include interest or fees from delivered to the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtainedBorrower) as a consequence result of (ai) any default by Borrower in payment prepayment of an Advance, other than an Advance which bears interest based on the principal of or interest Alternate Base Rate, on a LIBOR Rate Loandate other than a Payment Date, (bii) any Prepayment (whether voluntary failure to repay or mandatory) of the LIBOR Rate Loan prepay an Advance on a day Payment Date that (x) is not a required to be paid or (y) the Borrower has elected to prepay on such Payment Date, or (ciii) any failure on the conversion (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 whatsoeverreason, whether voluntary or involuntary) of a LIBOR Rate Loan including the Borrower’s failure to a Prime Rate Loan on a date other than satisfy the Payment Date and that it is extremely difficult and impractical conditions to ascertain the extent making of such costs 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 liabilities. Therefore, upon the occurrence conditions of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and (B) a failure of an Advance (or the other Loan Documents, 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 equal determined by such Lender to be the difference between excess, if any, of (i) the amount of interest that which would have accrued on the Outstanding Principal Balance principal amount of such Advance had such event not occurred, at the Interest Rate that would have been applicable to such Advance, for the remainder period from the date of such event to the last day of the Interest then current Accrual Period at (or, in the Applicable Interest Rate then in effect case of a failure to borrow, for the period that would have been the initial Accrual Period for such Interest PeriodAdvance), less over (ii) the amount of interest that Interest which would accrue on such principal amount for such period at the Outstanding Principal Balance 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 remainder 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 Interest Period if amount of any such Breakage Costs shall be set forth in a written notice to the Applicable Interest Rate were set on Borrower, the Servicer and the Documentation Agent delivered by the applicable Lender prior to the date any of the events described such prepayment in the foregoing clauses case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3 or within two (a2) 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 (b2) or Business Days following the stated Funding Date for such Advance (c) occurred (collectivelyin which case, “Breakage Costs”Costs shall include interest thereon from such stated Funding Date). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYand shall be conclusive absent manifest error.

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

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

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

Breakage Costs. Within 5 Business Days of demand made by any Lender to the Borrower hereby acknowledges (with a copy to the Administrative Agent) from time to time, the Borrower shall compensate such Lender for and agrees that hold such Lender will incur additional costsharmless from any loss, expenses and/or liabilities cost or expense incurred by it as a result of: (which may include interest a) any continuation, conversion, payment or fees prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.15) of any Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurocurrency 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 2.14; 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 Lender it to make the Loan or maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained) as 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 2.10, the requesting Lender shall be deemed to have funded such Advance at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Advance by a consequence of (a) any default by Borrower matching deposit or other borrowing in payment of the principal of or interest on offshore interbank market for the applicable currency for a LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on comparable amount and for a day that is not a Payment Date, or (c) the conversion (for any reason whatsoevercomparable period, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan not such Eurocurrency Advance was in fact so funded. Any notice delivered by the Administrative Agent (including on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence behalf of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal Lender providing such notice to the difference between (iAdministrative Agent) the setting forth in reasonable detail any amount of interest or amounts that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYLender is entitled to receive pursuant to this Section 2.10 shall be delivered to Borrower and shall be conclusive and binding absent manifest error.

Breakage Costs. The Borrower hereby acknowledges shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender for any loss, cost or expense (the “Breakage Costs”) incurred by such Lender (as reasonably documented by such Lender and agrees that Lender will incur additional costs, expenses and/or liabilities (which may include interest or fees from delivered to the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtainedBorrower) as a consequence result of (ai) any default by Borrower in payment prepayment of an Advance which bears interest based on the principal of or interest LIBO Rate on a LIBOR Rate Loandate other than a Payment Date, (bii) any Prepayment (whether voluntary failure to repay or mandatory) of the LIBOR Rate Loan prepay an Advance on a day Payment Date that (x) is not a required to be paid or (y) the Borrower has elected to prepay on such Payment Date, or (ciii) any failure on the conversion (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 whatsoeverreason, whether voluntary or involuntary) of a LIBOR Rate Loan including the Borrower’s failure to a Prime Rate Loan on a date other than satisfy the Payment Date and that it is extremely difficult and impractical conditions to ascertain the extent making of such costs 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 liabilities. Therefore, upon the occurrence conditions of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and (B) a failure of an Advance (or the other Loan Documents, 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 equal determined by such Lender to be the difference between excess, if any, of (i) the amount of interest that which would have accrued on the Outstanding Principal Balance principal amount of such Advance had such event not occurred, at the LIBO Rate that would have been applicable to such Advance, for the remainder period from the date of such event to the last day of the Interest then current Accrual Period at (or, in the Applicable Interest Rate then in effect case of a failure to borrow, for the period that would have been the initial Accrual Period for such Interest PeriodAdvance), less over (ii) the amount of interest that Interest which would accrue on such principal amount for such period at the Outstanding Principal Balance 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 remainder 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 Interest Period if amount of any such Breakage Costs shall be set forth in a written notice to the Applicable Interest Rate were set on Borrower, the Servicer and the Documentation Agent delivered by the applicable Lender prior to the date any of the events described such prepayment in the foregoing clauses case where notice of such prepayment is delivered to such Lender in accordance with Section 2.3 or within two (a2) 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 (b2) or Business Days following the stated Funding Date for such Advance (c) occurred (collectivelyin which case, “Breakage Costs”Costs shall include interest thereon from such stated Funding Date). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYand shall be conclusive absent manifest error.

Breakage Costs. The Borrower hereby acknowledges and agrees that shall pay, in accordance with the Priority of Payments, to the Administrative Agent, for payment to any applicable Lender will incur additional costsupon the request of any Lender or Facility Agent such amount or amounts as shall, expenses and/or liabilities without duplication, compensate such Lender for any reasonable loss, cost or expense (which may include interest or fees from the liquidation or reemployment of funds obtained “Breakage Costs”) incurred by such Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence result of (ai) any default by Borrower in payment prepayment of the principal of or interest on a LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan an Advance on a date other than a Settlement Date, (ii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid or (y) the Payment Borrower has elected to prepay on such Settlement Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Borrowing Notice shall have been delivered to be made on the Borrowing Date and that it is extremely difficult and impractical specified in such Borrowing Notice for any reason, including the Borrower’s failure to ascertain satisfy the extent conditions to the making of such costs Advance set forth in Section 2.01 or Article III, but excluding a default by any Lender in making its portion of such Advance when required under the terms and liabilitiesconditions of this Agreement. Therefore, upon Such Breakage Costs to any Lender shall be deemed to include (x) an amount determined by such Lender to be the occurrence cost of breaking any of the events described interest rate or currency hedging arrangement related to such Advance and (y) in the foregoing clauses (a), (b), and (c), Borrower shall pay case of Advances bearing interest computed by reference to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan DocumentsLIBO Rate, an amount equal determined by such Lender to be the difference between excess, if any, of (i) the amount of interest that which would have accrued on the Outstanding Principal Balance outstanding principal amount of such Advance had such event not occurred, at the Interest Rate that would have been applicable to such Advance, for the remainder period from the date of such event to the last day of the Interest then current Accrual Period at (or, in the Applicable Interest Rate then in effect case of a failure to borrow, for the period that would have been the initial Accrual Period for such Interest PeriodAdvance), less over (ii) the amount of interest that Interest which would accrue on such outstanding principal amount for such period at the Outstanding Principal Balance 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 remainder 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 Interest Period if amount of Breakage Costs shall be set forth in a written notice to the Applicable Interest Rate were set on Borrower, the Servicer and the Administrative Agent delivered by the applicable Lender prior to the date any of the events described such prepayment in the foregoing clauses case where notice of such prepayment is delivered to such Lender in accordance with Section 2.02 or within two (a2) 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 (b2) or Business Days following the stated Borrowing Date for such Advance (c) occurred (collectivelyin which case, “Breakage Costs”Costs shall include interest thereon from such stated Borrowing Date). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYand shall be conclusive absent manifest error.

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costs, expenses and/or liabilities (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (a) If the Issuer prepays any default by Borrower in payment principal of any Advance other than on a Payment Date (including as a result of an Event of Default) (each such prepayment, a "Break Funding Event"), the Issuer, or the Collateral Manager on behalf of the principal Issuer, shall give each of or interest the Class A-1AR Note Agent and the Trustee notice (each, a "Notice of Prepayment") of a Class A- 1AR Prepayment, no later than 10:00 a.m. (New York City time) at least four Business Days before the date of such Class A-1AR Prepayment and the Class A-1AR Note Agent, no later than 4:00 p.m. (New York City time) on the Business Day following the date on which it receives such Notice of Prepayment (so long as the Class A-1AR Note Agent has received such Notice of Prepayment by 10:00 a.m.), shall provide a LIBOR Rate Loan, copy of such Notice of Prepayment to each Holder and notify each Holder of such Holder's pro rata share (calculated on the basis of such Holder's purchase percentage) of such Class A-1AR Prepayment. (b) any Prepayment (whether voluntary If the Issuer, or mandatory) the Collateral Manager on behalf of the LIBOR Rate Loan on Issuer, gives a day that is not a Payment DateNotice of Prepayment, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence of any of the events described in the foregoing clauses (a), (b), and (c), Borrower Issuer shall pay to Lendercompensate each Holder, in addition to all interestaccordance with the Priority of Payments, principal and other amounts due under this Agreement and the other Loan Documents, for funding losses in an amount (the "Class A-1AR Breakage Amount") equal to the difference between excess, if any, of (i) the amount of interest that such Holder would have accrued earn on the Outstanding Principal Balance principal amount of such prepayment for the remainder period (the "Remaining Period") from (and including) the date of such Break Funding Event to but excluding the next Payment Date if the interest rate payable on such principal prepayment were equal to LIBOR for the then current Interest Accrual Period at the Applicable Interest Rate then in effect for such Interest PeriodAdvance, less over (ii) the amount of interest that such Holder would accrue have earned on such principal amount of such prepayment for the Remaining Period if such Holder were to invest such prepayment for the Remaining Period at LIBOR determined with respect to the Remaining Period (assuming LIBOR is determined in accordance with the Indenture). The Class A-1AR Note Agent shall calculate each such Class A-1AR Breakage Amount in accordance with the foregoing provisions and such calculation shall be conclusive absent manifest error. The Issuer shall pay, in accordance with the Priority of Payments, such Holder the Class A-1AR Breakage Amount on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or next succeeding Payment Date. (c) occurred (collectivelyThe Issuer shall not be obligated to pay any additional amounts to the Holder of any Class A-1AR Note or any beneficial owner of an interest in a Class A-1AR Note as a result of any deduction for, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATEor on account of, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYany present or future taxes, duties, assessments or governmental charges with respect to such Class A-1AR Note.

Breakage Costs. To induce Lenders to provide the -------------- LIBOR Rate option on the terms provided herein, if (i) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or --------------- in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower hereby acknowledges shall default in payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of, conversion into or continuation of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of any LIBOR Rate Advances); or (iv) the Borrower shall fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and agrees that hold harmless each Lender will incur additional costsfrom and against all losses, costs and expenses and/or liabilities resulting from or arising from any of the foregoing (which may any such loss, cost or expense, "Breakage Costs"). Such indemnification shall include interest any loss -------------- (including loss of margin) or fees expense arising from the liquidation or reemployment of funds obtained by Lender to make the Loan it or from fees payable to terminate the deposits from which such funds were obtained) as . Each Lender shall make a consequence of (a) good faith effort to reinvest any default by repayment proceeds received from the Borrower in payment order to mitigate the losses which would otherwise be reimbursable under this Section 2.10. For the purpose ------------ of the principal of or interest on calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) Advance through the purchase of a deposit bearing interest at the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) amount of that LIBOR Rate Advance and having a maturity comparable to the relevant LIBOR Period; provided, however, that each Lender may fund each of its -------- ------- LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The determination by such Lender of the amount of interest that would have accrued any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Outstanding Principal Balance Borrower (absent manifest error) for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYall purposes.

Breakage Costs. Borrower hereby acknowledges agrees to indemnify Lender and agrees that to hold Lender will incur additional costs, expenses and/or liabilities (harmless from any loss or expense which may include interest Lender directly sustains or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) incurs as a consequence of (aA) any default by Borrower in payment of the principal of or interest on a LIBOR Rate Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (bB) any Prepayment prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not the last day of a Payment DateRate Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder, and (cC) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Loan from a LIBOR Rate Loan to a Prime Rate Loan with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate on a date other than the Payment Date and that last day of a Rate Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it is extremely difficult and impractical in order to ascertain maintain a LIBOR Loan hereunder (the extent of such costs and liabilities. Therefore, upon the occurrence of any of the events described amounts referred to in the foregoing clauses (aA), (b), B) and (cC) are herein referred to collectively as the “Breakage Costs”); provided, however, Borrower shall pay to not indemnify Lender from any loss or expense arising from Lender, ’s willful misconduct or gross negligence. This provision shall survive payment of the Note in addition to full and the satisfaction of all interest, principal and other amounts due obligations of Borrower under this Agreement and the other Loan Documents, an amount equal . Notwithstanding the foregoing or anything herein to the difference between contrary, provided Borrower makes any prepayment (iwhether voluntary or mandatory) of the amount of interest that would have accrued LIBOR Rate Loan on the Outstanding Principal Balance for the remainder last day of the Interest Period at the Applicable Interest a Rate then in effect for such Interest Period, less (ii) or if such date is not the amount last day of interest that would accrue on a Rate Period but such prepayment includes the Outstanding Principal Balance for the remainder payment of the Interest Period if the Applicable Interest Rate were set on the date any of the events described Short Interest, then no Breakage Costs shall be due and payable in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYconnection with such prepayment.

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costs, expenses and/or liabilities (which may include interest or fees from If the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of Issuer (a) pays any default by Borrower in payment of the principal of or interest any Advance other than on a LIBOR Rate LoanDistribution Date (whether in connection with a permitted Class A-2 Prepayment of Advances, due to acceleration or otherwise) or (b) any Prepayment 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 (whether voluntary each such prepayment or mandatory) of failed Draw, a “Break Funding Event”), then the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (Issuer shall compensate each affected Holder for any reason whatsoeverloss (excluding loss of profits), whether voluntary or involuntary) of cost and expense incurred by such Holder as a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent result of such costs and liabilitiesBreak Funding Event. Therefore, upon the occurrence of The loss to any of the events described in the foregoing clauses (a), (b), and (c), Borrower Holder attributable to any such Break Funding Event shall pay be deemed to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, be an amount determined by such Holder to be equal to the difference between excess (if any) of (i) such Holder’s cost of funding the principal amount of interest that would have accrued on the Outstanding Principal Balance such prepayment or reduction (or failed Draw), for the remainder period from the date of such Break Funding Event to but excluding the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less next Distribution Date over (ii) the amount of interest obtainable by such Holder upon the 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 would accrue 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 Outstanding Principal Balance for Distribution Date following the remainder of Due Period in which such certificate is received by the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYServicer and Trustee.

Breakage Costs. Borrower The Borrowers hereby acknowledges and agrees severally indemnify each Lender against any loss or expense that such Lender will may sustain or incur additional costs, expenses and/or liabilities (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (a) any event, other than a default by Borrower such Lender in payment the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any SOFR Loan, Term ▇▇▇▇▇ Loan or interest on BBSY Rate Loan prior to the end of the Interest Period in effect therefor, including, without limitation, as a LIBOR result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, (ii) the conversion of any SOFR Loan to an ABR Loan or U.S. Base Rate Loans, the conversion of any Term ▇▇▇▇▇ Loan to a Canadian Prime Rate Loan or the conversion of the Interest Period with respect to any SOFR Loan, Term ▇▇▇▇▇ Loan or BBSY Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any SOFR Loan, Term ▇▇▇▇▇ Loan or BBSY Rate Loan to be made by such Lender (including any SOFR Loan, Term ▇▇▇▇▇ Loan or BBSY Rate Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such -81- Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a SOFR Loan, Term ▇▇▇▇▇ Loan or BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Applicable Borrower pursuant to Section 2.20 (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any Prepayment (whether voluntary or mandatory) of default in the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence making of any payment or prepayment required to be made hereunder. In the case of the events described in the foregoing clauses (a)any Breakage Event, (b), and (c), Borrower such loss shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, include an amount equal to the difference between excess, as reasonably determined by such Lender, of (i) the amount its cost of interest that would have accrued on the Outstanding Principal Balance obtaining funds for the remainder SOFR Loan, Term ▇▇▇▇▇ Loan or BBSY Rate Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period at the Applicable Interest Rate then in effect (or that would have been in effect) for such Interest Period, less Loan over (ii) the amount of interest that would accrue likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Applicable Borrower and the Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on the Outstanding Principal Balance for the remainder any such certificate delivered by it within 10 days after its receipt of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYsame.

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costsTo induce the Lenders to provide the LIBOR Rate on the terms provided herein, expenses and/or liabilities if (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (ai) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than an Interest Payment Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower shall default by Borrower in payment when due of the principal amount of or interest on a any LIBOR Rate Loan, Advance; (biii) the Borrower shall default in making any Prepayment (whether voluntary or mandatory) borrowing of the LIBOR Rate Loan on a day that is not a Payment Date, Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of any LIBOR Rate Advances); or (civ) the conversion (for Borrower shall fail to make any reason whatsoever, whether voluntary or involuntary) prepayment of a LIBOR Rate Loan to Advance after the Borrower has given a Prime Rate Loan on a date other than notice thereof in accordance herewith, then, in any such case, the Payment Date Borrower shall indemnify and that it is extremely difficult hold harmless each Lender from and impractical to ascertain the extent of such against all losses, costs and liabilities. Therefore, upon the occurrence of expenses resulting from or arising from any of the events described in the foregoing clauses (a)any such loss, (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) the amount of interest that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) cost or (c) occurred (collectivelyexpense, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (if any). For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATERate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Rate Advance; provided, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYhowever, that each Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes. Notwithstanding the foregoing, the Borrower shall in no case be liable for any Breakage Costs incurred pursuant to clause (i) of the first sentence of this Section 2.10 if the principal amount of any repayment of LIBOR Rate Advances made on any date of determination is less than $25,000,000.

Breakage Costs. To induce the Lender to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Rate Advances are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower hereby acknowledges shall default in making payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of, conversion into or continuation of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of, or conversion or continuation of, any LIBOR Rate Advances); or (iv) the Borrower shall fail to make any prepayment of a LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith; then, in any such case, the Borrower shall indemnify and agrees that hold harmless the Lender will incur additional costsfrom and against all losses, costs and expenses and/or liabilities resulting from or arising from any of the foregoing (which may any such loss, cost or expense, "Breakage Costs"). Such indemnification shall include interest any loss (including loss of margin) or fees expense arising from the liquidation or reemployment of funds obtained by Lender to make the Loan it or from fees payable to terminate the deposits from which such funds were obtained) as a consequence obtained (if any). For the purpose of (a) any default by Borrower in payment of calculating amounts payable to the principal of or interest on a Lender under this subsection, the Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) Advance through the purchase of a deposit bearing interest at the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence of any of the events described in the foregoing clauses (a), (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) amount of that LIBOR Rate Advance and having a maturity comparable to the relevant LIBOR Period; provided, however, that the Lender may fund LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The determination by the Lender of the amount of interest that would have accrued any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Outstanding Principal Balance Borrower (absent manifest error) for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYall purposes.

Breakage Costs. Borrower hereby acknowledges and agrees that To induce the SMBC Lender will incur additional costsGroup to provide the LIBOR Rate on the terms provided herein, expenses and/or liabilities if (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (ai) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than an Interest Payment Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower shall default by Borrower in payment when due of the principal amount of or interest on a any LIBOR Rate Loan, Advance; (biii) the Borrower shall default in making any Prepayment (whether voluntary or mandatory) borrowing of the LIBOR Rate Loan on a day that is not a Payment Date, Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of any LIBOR Rate Advances); or (civ) the conversion (for Borrower shall fail to make any reason whatsoever, whether voluntary or involuntary) prepayment of a LIBOR Rate Loan to Advance after the Borrower has given a Prime Rate Loan on a date other than notice thereof in accordance herewith, then, in any such case, the Payment Date Borrower shall indemnify and that it is extremely difficult hold harmless each applicable member of the SMBC Lender Group from and impractical to ascertain the extent of such against all losses, costs and liabilities. Therefore, upon the occurrence of expenses resulting from or arising from any of the events described in the foregoing clauses (a)any such loss, (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) the amount of interest that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) cost or (c) occurred (collectivelyexpense, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (if any). For the purpose of calculating amounts payable to a member of the SMBC Lender Group under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATERate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Rate Advance; provided, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYhowever, that each such Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrower hereby acknowledges and agrees that pursuant to Section 2.7, the Borrower shall compensate each Tranche B Lender, and, to the extent Tranche A has been funded by the Alternate Tranche A Lender will incur additional costsor Tranche A has been assigned by the Primary Tranche A Lender to the Alternate Tranche A Lender pursuant to Section 11.2 or the Primary Tranche A Lender has funded Tranche A other than through the issuance of Commercial Paper, each Tranche A Lender), upon demand, for all losses, expenses and/or and liabilities (which may include interest including any loss or fees from expense incurred by reason of the liquidation or reemployment of deposits or other funds obtained acquired by such Lender or the termination of any other financial arrangement it may have entered into to make fund or maintain or support such Lender's portion of the Loan, but excluding Taxes) which that Lender may sustain (i) if for any reason the proposed Borrowing does not occur on a date specified therefor in the Notice of Borrowing given by a Borrower in accordance with this Agreement, (ii) subject to the Borrower's right to utilize the Prepayment Breakage Avoidance Procedure, if for any reason any portion of the Loan is prepaid (including mandatorily pursuant to Section 2.6 or to terminate this Section 2.10) on a date which is not the deposits from which such funds were obtainedlast day of the applicable Interest Period or (iii) as a consequence of (a) any default failure by a Borrower in payment to repay any portion of the principal Loan when required by the terms hereof. The Lender making demand for such compensation shall deliver to the Borrower (with a copy to the Agent, the Board and the Loan Administrator) concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of or interest on a LIBOR Rate Loancompensation due to that Lender absent manifest error, (b) any Prepayment (whether voluntary or mandatory) of and such compensation shall be paid to the LIBOR Rate Loan on a day that is not a Payment Date, or (c) Agent for the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent account of such costs and liabilitiesLender. Therefore, upon the occurrence of any of the events described in the foregoing clauses (a), (b), and (c), Borrower Such compensation shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, not exceed an amount equal to the difference between excess, if any, of (ia) the amount of interest that would have accrued on the Outstanding Principal Balance amount so prepaid, or not so borrowed or repaid, for the remainder period from the date of such prepayment or of such failure to borrow or repay to the last day of the then applicable Interest Period (or, in the case of a failure to borrow, the Interest Period that would have commenced on the date of such failure to borrow) in each case at the Applicable Interest Rate then in effect applicable rate of interest for such Interest Period, less Loan provided for in this Agreement over (iib) the amount of interest (as reasonably determined by such Lender) that would accrue have accrued to such Lender on the Outstanding Principal Balance such amount by placing such amount on deposit for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described a comparable period with leading banks in the foregoing clauses LIBOR market (it being understood that the Borrower shall not be required to indemnify any Lender for lost profits other than to the extent included in clause (a) above), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTY.

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costsUpon the request of any Purchaser, expenses and/or liabilities the Seller shall, in accordance with the Priority of Payments, pay to the Administrative Agent, for payment to any applicable Purchaser, such amount or amounts as shall, without duplication, compensate such Purchaser for any loss, cost or expense (which may include interest or fees from the liquidation or reemployment of funds obtained “Breakage Costs”) incurred by Lender to make the Loan or to terminate the deposits from which such funds were obtained) Purchaser as a consequence result of (ai) any default by Borrower in payment reduction of the principal of or interest on a LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan such Purchaser’s Funded Purchase Price on a date other than the Payment a Settlement Date, (ii) any failure to reduce such Purchaser’s Funded Purchase Price on a Settlement Date and that on which it is extremely difficult and impractical required to ascertain be reduced, (iii) any failure to reduce such Purchaser’s Funded Purchase Price as to which a Reduction Notice shall have been delivered on the extent date specified in such Reduction Notice for any reason, including the Seller’s failure to satisfy applicable conditions to such reduction or the insufficiency of funds therefor under the provisions of Section 2.03(b), or (iv) any failure on the part of the Seller to accept or take a Cash Outlay as to which a Cash Outlay Notice shall have been delivered on the date specified in such Cash Outlay Notice for any reason, including the Seller’s failure to satisfy the conditions to the making of such costs and liabilitiesCash Outlay set forth in Section 2.01 or Article III. Therefore, upon the occurrence of Such Breakage Costs to any of the events described in the foregoing clauses (a), (b), and (c), Borrower Purchaser shall pay be deemed to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, include an amount equal determined by such Purchaser to be the cost of breaking any interest rate or currency hedging arrangement related to the difference between (i) portion of such Purchaser’s Funded Purchase Price. The determination by any Purchaser of the amount of interest that would have accrued Breakage Costs shall be set forth in a notice to the Seller, the Servicer and the Administrative Agent delivered by the applicable Purchaser and shall be conclusive absent manifest error. Any Breakage Costs shall be due and payable on the Outstanding Principal Balance for first Settlement Date which follows the remainder Servicer’s receipt of such notice by more than five (5) Business Days (or on the Final Date if such certificate is delivered on the Final Date); provided that, if such notice is in connection with a reduction of the Interest Period at Aggregate Funded Purchase Price pursuant to Section 2.03(b) and is delivered on or before the Applicable Interest Rate then Business Day immediately preceding the date of such reduction as set forth in effect for such Interest Periodthe applicable Reduction Notice, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set any applicable Breakage Costs shall be due and payable on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYsuch reduction.

Breakage Costs. The Borrower hereby acknowledges and agrees that shall pay, in accordance with the Priority of Payments, to the Administrative Agent, for payment to any applicable Lender will incur additional costsupon the request of any Lender or Facility Agent on each date on which a prepayment is made, expenses and/or liabilities such amount or amounts as shall, without duplication, compensate such Lender for any loss, cost or expense (which may include interest or fees from the liquidation or reemployment of funds obtained “Breakage Costs”) incurred by such Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence result of (ai) any default prepayment of an Advance bearing interest computed by Borrower in payment of reference to the principal of or interest on a LIBOR Rate LoanLIBO Rate, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Dateother than pursuant to Section 2.02(c), or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than a Settlement Date, (ii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid or (y) the Payment Borrower has elected, on the direction of the NZ Manager, to prepay on such Settlement Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Borrowing Notice shall have been delivered (and not cancelled pursuant to Section 2.01(g)) to be made on the Borrowing Date and that it is extremely difficult and impractical specified in such Borrowing Notice for any reason, including the Borrower’s failure to ascertain satisfy the extent conditions to the making of such costs Advance set forth in Section 2.01 or Article III hereof, but excluding a default by any Lender in making its share of such Advance when required under the terms and liabilities. Therefore, upon the occurrence conditions of this Agreement (any of the events described referred to in the foregoing clauses (a), (b), i) and (civ) being called a “Breakage Event”). In the case of any Breakage Event, Borrower such Breakage Costs shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, include an amount equal to the difference between excess, as reasonably determined by such Lender, of (ix) its cost of obtaining funds for the Advance that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Accrual Period in effect (or that would have been in effect) for such Advance over (y) the amount of interest that would have accrued on likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the Outstanding Principal Balance for the remainder funds released or not utilized by reason of the Interest Period at the Applicable Interest Rate then in effect such Breakage Event for such Interest Period, less (ii) period. The determination by any Lender of the amount of interest that would accrue on Breakage Costs shall be set forth in a reasonably detailed certificate to the Outstanding Principal Balance for Borrower, the remainder of Master Servicer, the Interest Period if NZ Manager and the Applicable Interest Rate were set on Administrative Agent delivered by the applicable Lender prior to the date any of the events described such prepayment in the foregoing clauses case where notice of such prepayment is delivered to such Lender in accordance with Section 2.02 hereof or within two Business Days following such prepayment in the case where no such certificate is delivered (ain 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 Business Days following the stated Settlement Date for such Advance (b) or (c) occurred (collectivelyin which case, “Breakage Costs”Costs shall include interest thereon from such stated Settlement Date). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYand shall be conclusive absent manifest error.

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costsTo induce the Lenders to provide the LIBOR Rate Advances on the terms provided herein, expenses and/or liabilities if (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (ai) any LIBOR Rate Advances are, except by reason of the requirements in Section 2.03(c), repaid in whole or in part on any date other than an Settlement Date (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) the Borrower shall default by Borrower in payment when due of the principal amount of or interest on a any LIBOR Rate Loan, Advance; (biii) the Borrower shall default in making any Prepayment (whether voluntary or mandatory) borrowing of the LIBOR Rate Loan on a day that is not a Payment Date, Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to satisfy conditions precedent to the making of any LIBOR Rate Advances); or (civ) the conversion (for Borrower shall fail to make any reason whatsoever, whether voluntary or involuntary) prepayment of a LIBOR Rate Loan to Advance after the Borrower has given a Prime Rate Loan on a date other than notice thereof in accordance herewith, then, in any such case, the Payment Date Borrower shall indemnify and that it is extremely difficult hold harmless each Lender from and impractical to ascertain the extent of such against all losses, costs and liabilities. Therefore, upon the occurrence of expenses resulting from or arising from any of the events described in the foregoing clauses (a)any such loss, (b), and (c), Borrower shall pay to Lender, in addition to all interest, principal and other amounts due under this Agreement and the other Loan Documents, an amount equal to the difference between (i) the amount of interest that would have accrued on the Outstanding Principal Balance for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) cost or (c) occurred (collectivelyexpense, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (if any). For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATERate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Rate Advance; provided, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYhowever, that each Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes .

Breakage Costs. Borrower hereby acknowledges and agrees that Lender will incur additional costs, expenses and/or liabilities (which may include interest or fees from the liquidation or reemployment of funds obtained by Lender to make the Loan or to terminate the deposits from which such funds were obtained) as a consequence of (a) any default by Borrower in payment of the principal of or interest on a LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Rate Loan to a Prime Rate Loan on a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, upon the occurrence of any of the events described in the foregoing clauses (a), (b), and (c), The Borrower shall pay to the Administrative Agent for the account of either Lender, upon request of such Lender, such amount or amounts as shall compensate such Lender for any actual, out-of-pocket loss, cost or expense incurred by such Lender (as determined by such Lender) as a result of any reduction by the Borrower in addition to all interestthe Outstanding Principal Amount (and accompanying loss of Daily Yield thereon) other than on the maturity date of the Commercial Paper (or other financing source) funding such Outstanding Principal Amount, principal and other amounts due under this Agreement and the other Loan Documents, which compensation shall include an amount equal to any loss or expense incurred by such Lender during the difference between period from the date of such reduction to (ibut excluding) the maturity date of such Commercial Paper (or other financing source) if the rate of interest obtainable by such Lender upon its redeployment of such funds in an amount equal to such reduction (or, if such Lender is Redwood, the rate of interest obtained by Redwood on its deposit in the Retention Account of such reduction) is less than the interest rate applicable to such Commercial Paper (or other financing source) (any such loss, cost or expense, "Breakage Costs"), provided that any such Breakage Costs shall, to the extent relating to amounts arising under Program Documents, be determined based upon an equitable and reasonable allocation of such costs among all similarly situated transactions subject to such Program Documents, and provided further that no such Breakage Cost shall be due if there is a reduction by the Borrower in the Outstanding Principal Amount owed to the Conduit Lender as a result of or following the occurrence of a Redwood Transfer Date or Redwood Termination Date. The determination by such Lender of the amount of interest that would have accrued any such loss, cost or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be final, binding and conclusive on the Outstanding Principal Balance Borrower (absent manifest error) for the remainder of the Interest Period at the Applicable Interest Rate then in effect for such Interest Period, less (ii) the amount of interest that would accrue on the Outstanding Principal Balance for the remainder of the Interest Period if the Applicable Interest Rate were set on the date any of the events described in the foregoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). BORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, AND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTYall purposes.