Common use of Breakage Costs Clause in Contracts

Breakage Costs. (a) Borrower agrees to indemnify and compensate each Lender on an after-tax basis for any loss, cost or actual expense incurred by it (but excluding loss of anticipated profit) as a result of (i) a default by Borrower in making a borrowing of, payment of, conversion into or continuation of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitation, any such loss or expense arising from interests or fees payable by any Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by it, from fees payable to terminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrence. The parties hereto acknowledge and agree that the damages that Agent and the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.7, which certificate shall provide reasonable detail as to the calculation of such loss, cost or expense. Such certificate shall constitute prima facie evidence, in the absence of manifest error, of the amount of such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generally.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.12(a), Section 2.14(b), or Section 2.16) of anticipated profitany Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, or continue any Eurodollar Advance on the date or in the amount notified by the Borrower; (c) any Conversion by the Borrower of any Eurodollar Advance into a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (d) any assignment of an Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by the Borrower in making a borrowing of, payment of, conversion into or continuation of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitation, pursuant to Section 2.14; including any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrenceforeign exchange contract. The parties hereto acknowledge and agree that Borrower shall also pay any customary administrative fees charged by such Lender in connection with the damages that Agent and foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.72.10, which certificate the requesting Lender shall provide reasonable detail as be deemed to have funded the calculation of Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such loss, cost Advance by a matching deposit or expense. Such certificate shall constitute prima facie evidence, other borrowing in the absence of manifest erroroffshore interbank market for Dollars for a comparable amount and for a comparable period, of the amount of whether or not such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallyEurodollar Advance was in fact so funded.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to non-defaulting Lenders provided for in Section 2.12(a)) of anticipated profitany Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of an LIBO Rate Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by the Borrower in making a borrowing of, payment of, conversion into or continuation pursuant to Section 2.14; including any loss of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitationanticipated profits, any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrenceforeign exchange contract. The parties hereto acknowledge and agree that Borrower shall also pay any customary administrative fees charged by such Lender in connection with the damages that Agent and foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.72.10, which certificate the requesting Lender shall provide reasonable detail as be deemed to have funded the calculation of LIBO Rate Advances made by it at the LIBO Base Rate used in determining the LIBO Rate for such loss, cost Advance by a matching deposit or expense. Such certificate shall constitute prima facie evidence, other borrowing in the absence of manifest erroroffshore interbank market for Dollars for a comparable amount and for a comparable period, of the amount of whether or not such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallyLIBO Rate Advance was in fact so funded.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: any continuation, conversion, payment or prepayment (but excluding loss including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.16) of anticipated profitany Advance other than an ABR 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); 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 an ABR Advance on the date or in the amount notified by the Borrower; or any assignment of an Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by the Borrower in making a borrowing of, payment of, conversion into or continuation pursuant to Section 2.14; including any loss of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitationanticipated profits, any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrenceforeign exchange contract. The parties hereto acknowledge and agree that Borrower shall also pay any customary administrative fees charged by such Lender in connection with the damages that Agent and foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.72.12, which certificate the requesting Lender shall provide reasonable detail as be deemed to have funded the calculation of Eurodollar Advances made by it at the LIBO Rate used in determining the Eurodollar Rate for such loss, cost Advance by a matching deposit or expense. Such certificate shall constitute prima facie evidence, other borrowing in the absence of manifest erroroffshore interbank market for Dollars for a comparable amount and for a comparable period, of the amount of whether or not such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallyEurodollar Advance was in fact so funded.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.12(a) or Section 2.15) of anticipated profitany Advance other than a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance other than a Base Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of an Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by the Borrower in making a borrowing of, payment of, conversion into or continuation of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitation, pursuant to Section 2.14; including any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrenceforeign exchange contract. The parties hereto acknowledge and agree that Borrower shall also pay any customary administrative fees charged by such Lender in connection with the damages that Agent and foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.72.10, which certificate the requesting Lender shall provide reasonable detail as be deemed to have funded the calculation of Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such loss, cost Advance by a matching deposit or expense. Such certificate shall constitute prima facie evidence, other borrowing in the absence of manifest erroroffshore interbank market for Dollars for a comparable amount and for a comparable period, of the amount of whether or not such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallyEurodollar Advance was in fact so funded.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.12(a), Section 2.14(b), or Section 2.16) of anticipated profitany 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); provided that no compensation shall be required hereunder in connection with any prepayment required by Section 2.5(g); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, or continue any Eurodollar Advance on the date or in the amount notified by the Borrower; (c) any Conversion by the Borrower of any Eurodollar Advance into a Base Rate Advance on a day other than the last day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (d) any assignment of an Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by the Borrower in making a borrowing of, payment of, conversion into or continuation of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitation, pursuant to Section 2.14; including any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrenceforeign exchange contract. The parties hereto acknowledge and agree that Borrower shall also pay any customary administrative fees charged by such Lender in connection with the damages that Agent and foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.72.10, which certificate the requesting Lender shall provide reasonable detail as be deemed to have funded the calculation of Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such loss, cost Advance by a matching deposit or expense. Such certificate shall constitute prima facie evidence, other borrowing in the absence of manifest erroroffshore interbank market for Dollars for a comparable amount and for a comparable period, of the amount of whether or not such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallyEurodollar Advance was in fact so funded.

Breakage Costs. Within 5 Business Days of demand made by any Lender to the Applicable Borrower (awith a copy to the Applicable Administrative Agent) from time to time, such Borrower agrees to indemnify shall compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.18) of anticipated profitany 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 such 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 such Borrower; (c) any payment by such Borrower of reimbursement drawings under any Letter of Credit in a currency other than such Letter of Credit’s original currency; or (d) any assignment of a Eurocurrency Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by Borrower in making a borrowing of, payment of, conversion into or continuation of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions pursuant to Section 2.16; including any loss of this Agreement, including, without limitationanticipated profits, any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangementsforeign exchange contract. In no event The Applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the compensation foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 2.12, the requesting Lender shall be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 deemed to have ($500.00i) in the aggregate case of Eurocurrency Advances, funded such Advance at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Advance by a matching deposit or other borrowing in the offshore interbank market for the applicable currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Advance was in fact so funded and (ii) in the case of B/A Advances, made or accepted and purchased such B/A Advance with such Acceptance Fee calculated for a comparable amount and comparable period, whether or not such B/A Advance was in fact so made or accepted and purchased. Any notice delivered by an Administrative Agent (including on each behalf of any Lender providing such occurrence. The parties hereto acknowledge and agree notice to the Applicable Administrative Agent) setting forth in reasonable detail any amount or amounts that the damages that Agent and the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish is entitled to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under receive pursuant to this Section 2.2.7, which certificate 2.12 shall provide reasonable detail as be delivered to the calculation of such loss, cost or expense. Such certificate Applicable Borrower and shall constitute prima facie evidence, in the absence of be conclusive and binding absent manifest error, of the amount of such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generally.

Breakage Costs. (a) Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss i) any continuation, conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for in Section 2.11(a) or Section 2.14) of anticipated profitany 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); (ii) 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 (iii) any assignment of an Eurodollar Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by the Borrower in making a borrowing of, payment of, conversion into or continuation pursuant to Section 2.13; including any loss of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitation, anticipated profits any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing obtained. The Borrower shall also pay any swap customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.9, the requesting Lender shall be deemed to have funded the Eurodollar Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) borrowing in the aggregate on each offshore interbank market for Dollars for a comparable amount and for a comparable period, whether or not such occurrence. The parties hereto acknowledge and agree that the damages that Agent and the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penaltyEurodollar Advance was in fact so funded. (b) Each such A Certificate of a Lender will furnish to Borrower a certificate setting forth in reasonable detail the basis and amount or amounts necessary to compensate such Lender, as specified in paragraph (a) of each request by Lender for compensation under this Section 2.2.72.9 and the circumstances giving rise thereto shall be delivered to the Borrower, which certificate shall provide reasonable detail as to be conclusive evidence of the calculation of such lossamounts owed hereunder, cost or expense. Such certificate shall constitute prima facie evidence, in the absence of absent manifest error, of . The Borrowers shall pay such Lender the amount of shown as due on any such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallycertificate within ten (10) Business Days after receipt thereof.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, Conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for herein) of anticipated profitany Advance other than a Reference 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 Reference Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of an Eurodollar Rate Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by the Borrower in making a borrowing of, payment of, conversion into or continuation pursuant to Section 2.15; including any loss of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitationanticipated profits, any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrenceforeign exchange contract. The parties hereto acknowledge and agree that Borrower shall also pay any customary administrative fees charged by such Lender in connection with the damages that Agent and foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.72.11, which certificate the requesting Lender shall provide reasonable detail as be deemed to have funded the calculation of Eurodollar Rate Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such loss, cost Advance by a matching deposit or expense. Such certificate shall constitute prima facie evidence, other borrowing in the absence of manifest erroroffshore interbank market for Dollars for a comparable amount and for a comparable period, of the amount of whether or not such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallyEurodollar Rate Advance was in fact so funded.

Breakage Costs. Upon demand of any Lender (awith a copy to the applicable Administrative Agent) from time to time, the applicable Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, Conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders) of anticipated profitany Eurocurrency 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 any Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow, continue or Convert any Advance Eurocurrency Advance on the date or in the amount notified by such Borrower; (c) any payment by any Borrower of reimbursement drawings under any Letter of Credit in a currency other than such Letter of Credit’s original currency; (d) any payment by any Borrower of any Advance in a currency other in the original currency of such Advance; or (e) any assignment of an Eurocurrency Advance on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to Section 2.14; including any loss of anticipated profits (i) a default by Borrower in making a borrowing of, payment of, conversion into or continuation but excluding any loss of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitationApplicable Margin), any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangementsforeign exchange contract; provided that the foregoing shall not apply to the defeasance of any B/A Advance as provided in Section 2.5. In no event For purposes of calculating amounts payable by the applicable Borrower to the Lenders under this Section 2.10, the requesting Lender shall the compensation be deemed to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 have ($500.00i) in the aggregate case of Eurocurrency Advances, funded the Eurocurrency Advances made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Advance by a matching deposit or other borrowing (including bankers’ acceptances) in the offshore interbank market for Dollars or the Foreign Currency, as applicable, for a comparable amount and for a comparable period, whether or not such Eurocurrency Advance was in fact so funded, and (ii) in the case of B/A Advances, made or accepted and purchased such B/A Advance with such Acceptance Fee calculated for a comparable amount and comparable period, whether or not such B/A Advance was in fact so made or accepted and purchased. Any notice delivered by the applicable Administrative Agent (including on each behalf of any Lender providing such occurrence. The parties hereto acknowledge and agree notice to the applicable Administrative Agent) setting forth in reasonable detail any amount or amounts that the damages that Agent and the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish is entitled to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under receive pursuant to this Section 2.2.7, which certificate 2.10 shall provide reasonable detail as be delivered to the calculation of such loss, cost or expense. Such certificate applicable Borrower and shall constitute prima facie evidence, in the absence of be conclusive and binding absent manifest error, of the amount of such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generally.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it (but excluding loss of anticipated profit) as a result of of: (ia) a default by Borrower in making a borrowing ofany continuation, Conversion, payment of, conversion into or continuation of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitation, any such loss or expense arising from interests or fees payable by any Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory including any deemed payment or optionalrepayment and any reallocated repayment to Non-Defaulting Lenders provided for herein) of any Advance other than a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) Reference Rate Advance on a day that is not other than the last day of an the Interest Period with respect theretofor such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or (iv) otherwise); provided that, the early termination of any swap or other interest rate hedging arrangements, including without limitation, Borrower shall not be required to compensate such Lender for any such loss, cost or expense incurred by it as a result of any prepayment made by the Borrower pursuant to Section 2.05(c). (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 Reference Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of an Eurodollar Rate Advance on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15; including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by itit to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrenceforeign exchange contract. The parties hereto acknowledge and agree that Borrower shall also pay any customary administrative fees charged by such Lender in connection with the damages that Agent and foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.72.11, which certificate the requesting Lender shall provide reasonable detail as be deemed to have funded the calculation of Eurodollar Rate Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such loss, cost Advance by a matching deposit or expense. Such certificate shall constitute prima facie evidence, other borrowing in the absence of manifest erroroffshore interbank market for Dollars for a comparable amount and for a comparable period, of the amount of whether or not such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallyEurodollar Rate Advance was in fact so funded.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, Conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders) of anticipated profitany 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; (c) any payment by the Borrower of reimbursement drawings under any Letter of Credit in a currency other than such Letter of Credit’s original currency; or (d) any assignment of an 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 (i) a default by Borrower in making a borrowing of, payment of, conversion into or continuation but excluding any loss of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitationApplicable Margin), any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangementsforeign exchange contract; provided that the foregoing shall not apply to the defeasance of any B/A Advance as provided in Section 2.5. In no event The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the compensation foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.10, the requesting Lender shall be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 deemed to have ($500.00i) in the aggregate case of Eurocurrency Advances, funded the Eurocurrency Advances made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Advance by a matching deposit or other borrowing (including bankers’ acceptances) in the offshore interbank market for Dollars or Canadian Dollars, as applicable, for a comparable amount and for a comparable period, whether or not such Eurocurrency Advance was in fact so funded and (ii) in the case of B/A Advances, made or accepted and purchased such B/A Advance with such Acceptance Fee calculated for a comparable amount and comparable period, whether or not such B/A Advance was in fact so made or accepted and purchased. Any notice delivered by the Administrative Agent (including on each behalf of any Lender providing such occurrence. The parties hereto acknowledge and agree notice to the Administrative Agent) setting forth in reasonable detail any amount or amounts that the damages that Agent and the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish is entitled to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under receive pursuant to this Section 2.2.7, which certificate 2.10 shall provide reasonable detail as be delivered to the calculation of such loss, cost or expense. Such certificate Borrower and shall constitute prima facie evidence, in the absence of be conclusive and binding absent manifest error, of the amount of such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generally.

Breakage Costs. Upon demand of any Lender (awith a copy to the Administrative Agent) from time to time, the Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, Conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders provided for herein) of anticipated profitany Advance other than a Reference 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 Reference Rate Advance on the date or in the amount notified by the Borrower; or (c) any assignment of an Eurodollar Rate Advance on a day other than the last day of the Interest Period therefor as a result of (i) a default request by the Borrower in making a borrowing ofpursuant to Section 2.04, payment ofSection 2.16, conversion into or continuation Section 2.18; including any loss of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitationanticipated profits, any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangements. In no event shall the compensation to be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 ($500.00) in the aggregate on each such occurrenceforeign exchange contract. The parties hereto acknowledge and agree that Borrower shall also pay any customary administrative fees charged by such Lender in connection with the damages that Agent and foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under this Section 2.2.72.12, which certificate the requesting Lender shall provide reasonable detail as be deemed to have funded the calculation of Eurodollar Rate Advances made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such loss, cost Advance by a matching deposit or expense. Such certificate shall constitute prima facie evidence, other borrowing in the absence of manifest erroroffshore interbank market for Dollars for a comparable amount and for a comparable period, of the amount of whether or not such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generallyEurodollar Rate Advance was in fact so funded.

Breakage Costs. Upon demand of any Lender (awith a copy to the applicable Administrative Agent) from time to time, the applicable Borrower agrees to indemnify shall promptly compensate such Lender for and compensate each hold such Lender on an after-tax basis for harmless from any loss, cost or actual expense incurred by it as a result of: (but excluding loss a) any continuation, Conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment to Non-Defaulting Lenders) of anticipated profitany 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 any 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 such Borrower; (c) any payment by any Borrower of reimbursement drawings under any Letter of Credit in a currency other than such Letter of Credit’s original currency; (d) any payment by any Borrower of any Advance in a currency other in the original currency of such Advance; or (e) any assignment of an Eurocurrency Advance on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to Section 2.14; including any loss of anticipated profits (i) a default by Borrower in making a borrowing of, payment of, conversion into or continuation but excluding any loss of a LIBOR Loan after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, including, without limitationApplicable Margin), any such foreign exchange losses and any loss or expense arising from interests the liquidation or fees payable by any Lender to lenders reemployment of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) a default by Borrower in making any prepayment after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (iii) the making of a prepayment (mandatory or optional) of a LIBOR Loan for any reason (including, without limitation, the acceleration of the maturity of the Loan pursuant to Section 9.2) on a day that is not the last day of an Interest Period with respect thereto, or (iv) the early termination of any swap or other interest rate hedging arrangements, including without limitation, any such loss, cost or expense arising from the reemployment of funds obtained by itAdvance, from fees payable to terminate the deposits from which such funds were obtained or from reversing the performance of any swap or other interest rate hedging arrangementsforeign exchange contract; provided that the foregoing shall not apply to the defeasance of any B/A Advance as provided in Section 2.5. In no event The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the compensation foregoing. For purposes of calculating amounts payable by the applicable Borrower to the Lenders under this Section 2.10, the requesting Lender shall be paid by Borrower under Section 2.2.7(a) be less than Five Hundred Dollars and 00/100 deemed to have ($500.00i) in the aggregate case of Eurocurrency Advances, funded the Eurocurrency Advances made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Advance by a matching deposit or other borrowing (including bankers’ acceptances) in the offshore interbank market for Dollars or the Foreign Currency, as applicable, for a comparable amount and for a comparable period, whether or not such Eurocurrency Advance was in fact so funded, and (ii) in the case of B/A Advances, made or accepted and purchased such B/A Advance with such Acceptance Fee calculated for a comparable amount and comparable period, whether or not such B/A Advance was in fact so made or accepted and purchased. Any notice delivered by the applicable Administrative Agent (including on each behalf of any Lender providing such occurrence. The parties hereto acknowledge and agree notice to the applicable Administrative Agent) setting forth in reasonable detail any amount or amounts that the damages that Agent and the Lenders would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid losses, costs or expenses are a reasonable approximation of such damages and do not constitute a penalty. (b) Each such Lender will furnish is entitled to Borrower a certificate setting forth the basis and amount of each request by Lender for compensation under receive pursuant to this Section 2.2.7, which certificate 2.10 shall provide reasonable detail as be delivered to the calculation of such loss, cost or expense. Such certificate applicable Borrower and shall constitute prima facie evidence, in the absence of be conclusive and binding absent manifest error, of the amount of such loss, cost or expense, which shall be calculated by such Lender on a reasonable and customary basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generally.