Common use of Breakage Indemnity Clause in Contracts

Breakage Indemnity. The Borrower hereby agrees to indemnify each Lender and to hold each Lender harmless, upon written request by that Lender (which request shall set forth in reasonable detail the basis for requesting such amounts), for all Swap Breakage Losses and, in the case of a Lender which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice; (ii) as a consequence of any transfer pursuant to Section 2.8; (iii) as a consequence of any prepayment of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (iv) to the extent that any prepayment of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, each Lender shall pay to the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepayment. This covenant shall survive the termination of this Loan Agreement and payment of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of such Swap Break Amount submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest error.

Breakage Indemnity. The Each Borrower hereby agrees to shall indemnify each Lender and against any loss, cost or reasonable expense which such Lender may sustain or incur as a consequence of (i)any failure by such Borrower to hold each Lender harmless, upon written request by that Lender (which request shall fulfill on the date of any Borrowing hereunder of Eurodollar Rate Advances or Competitive Advances the applicable conditions precedent set forth in ArticleV, (ii)any failure by such Borrower to borrow any Eurodollar Rate Advance hereunder after a Notice of Contract Borrowing has been delivered pursuant to Section 3.01 hereof or to borrow any Competitive Advance hereunder after a Competitive Bid Acceptance in respect thereof has been delivered pursuant to Section 3.03(b)(iv) hereof, (iii)any payment or prepayment of a Eurodollar Rate Advance or Competitive Advance made to such Borrower required or permitted by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (iv)any default in payment or prepayment of the principal amount of any Eurodollar Rate Advance or Competitive Advance made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v)the occurrence of any Event of Default with respect to such Borrower, including, in each such case, any loss or reasonable detail expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Advance or any part thereof as a Eurodollar Rate Advance or Competitive Advance. Such loss, cost or reasonable expense shall include an amount equal to the basis excess, if any, as reasonably determined by such Lender, of (A)its cost of obtaining the funds for requesting the Eurodollar Rate Advance or Competitive Advance being paid, prepaid or not borrowed for the period from the date of such amounts)payment, prepayment or failure to borrow to the last day of the Interest Period for all Swap Breakage Losses andsuch Advance (or, in the case of a Lender failure to borrow, the Interest Period for such Advance which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur would have commenced on the date specified therefor of such failure) over (B)the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be. For purposes of this subsection(d), it shall be presumed that in the Borrowing Notice; (ii) as a consequence case of any transfer pursuant to Section 2.8; (iii) as a consequence of any prepayment of the Loan that occurs on any date Eurodollar Rate Advance or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (iv) to the extent that any prepayment of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuingEurodollar Competitive Advance, each Lender shall pay to have funded each such Advance with a fixed-rate instrument bearing the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepayment. This covenant shall survive rates and maturities designated in the termination of this Loan Agreement and payment determination of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of Applicable Rate for such Swap Break Amount submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest errorAdvance.

Breakage Indemnity. The Each Borrower hereby agrees to shall indemnify each Lender and against any loss, cost or reasonable expense which such Lender may sustain or incur as a consequence of (i) any failure by such Borrower to hold each Lender harmless, upon written request by that Lender (which request shall fulfill on the date of any Borrowing hereunder of Eurodollar Rate Advances or Competitive Advances the applicable conditions precedent set forth in Article V, (ii) any failure by such Borrower to borrow any Eurodollar Rate Advance hereunder after a Notice of Contract Borrowing has been delivered pursuant to Section 3.01 hereof or to borrow any Competitive Advance hereunder after a Competitive Bid Acceptance in respect thereof has been delivered pursuant to Section 3.03(b)(iv) hereof, (iii) any payment or prepayment of a Eurodollar Rate Advance or Competitive Advance made to such Borrower required or permitted by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any Eurodollar Rate Advance or Competitive Advance made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v) the occurrence of any Event of Default with respect to such Borrower, including, in each such case, any loss or reasonable detail expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Advance or any part thereof as a Eurodollar Rate Advance or Competitive Advance. Such loss, cost or reasonable expense shall include an amount equal to the basis excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for requesting the Eurodollar Rate Advance or Competitive Advance being paid, prepaid or not borrowed for the period from the date of such amounts)payment, prepayment or failure to borrow to the last day of the Interest Period for all Swap Breakage Losses andsuch Advance (or, in the case of a Lender failure to borrow, the Interest Period for such Advance which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur would have commenced on the date specified therefor of such failure) over (B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be. For purposes of this subsection (d), it shall be presumed that in the Borrowing Notice; (ii) as a consequence case of any transfer pursuant to Section 2.8; (iii) as a consequence of any prepayment of the Loan that occurs on any date Eurodollar Rate Advance or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (iv) to the extent that any prepayment of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuingEurodollar Competitive Advance, each Lender shall pay to have funded each such Advance with a fixed-rate instrument bearing the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepayment. This covenant shall survive rates and maturities designated in the termination of this Loan Agreement and payment determination of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of Applicable Rate for such Swap Break Amount submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest errorAdvance.

Breakage Indemnity. The Borrower hereby agrees to Borrowers shall indemnify each Lender and to hold each Lender harmless, upon written request by that Lender (against any loss ------------------ or expense which request shall set forth in reasonable detail the basis for requesting such amounts), for all Swap Breakage Losses and, in the case of a Lender which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice; (ii) actually sustain or incur as a consequence of (i) any transfer pursuant to Section 2.8; (iii) as a consequence of any payment or prepayment of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs portion thereof made on a date other than a Payment Date, (ii) any default in payment or prepayment of the scheduled Payment Date therefor; Principal or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise), (iii) any delay in making a requested Advance by reason of any Borrower's act or failure to act or failure to satisfy a condition precedent to the making of such Advance and (iv) the occurrence of any Event of Default, in each case including any loss or expense actually sustained or incurred or determined by Lender to be actually sustained or incurred in liquidating or redeploying deposits from third parties acquired to effect or maintain the Loan or any part thereof. Such loss or expense shall include any Yield Maintenance Premium payable hereunder, as well as, but without double counting, an amount equal to the extent that any excess, if any, as determined by Lender of (A) its cost of obtaining the funds for the Loan or portion thereof being paid or prepaid for the period from the date of such payment or prepayment to the last day of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or then current Interest Period over (vB) as a consequence of any default by the Borrower in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, each Lender shall pay to the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepayment. This covenant shall survive the termination of this Loan Agreement and payment of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of interest (as determined by Lender) that would be realized by Lender in redeploying the funds so paid or prepaid for the balance of such Swap Break Amount submitted to the Borrower by the affected Interest Period. Lender shall deliver to Borrowers a statement for any such sums which it is entitled to receive pursuant to this Section 3.9, which statement shall include a reasonable explanation for the amount(s) thereof. Such statement shall be binding and conclusive and binding for all purposes, except in case of absent manifest error.. IV CASH MANAGEMENT; ESCROWS AND RESERVES -------------------------------------

Breakage Indemnity. The Borrower hereby agrees Borrowers agree to indemnify each the Lender and to hold each the Lender harmlessharmless from any loss or expense which the Lender may sustain or incur as a consequence of (a) default by the Borrowers in making a borrowing of, upon written request conversion into or continuation of LIBOR Loans after the Borrowers have given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by that Lender the Borrowers in making any prepayment after the Borrowers have given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of LIBOR Loans or converting any LIBOR Loans to Prime Rate Loans on a day which request shall set forth in reasonable detail is not the basis for requesting such amounts)last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for all Swap Breakage Losses andthe period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a Lender which is not a COF Lenderfailure to borrow, Liquidity Breakageconvert or continue, which the last day of the Interest Period that Lender may sustain, and would have commenced on the date of such failure) in each case as at the applicable rate of interest for such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if LIBOR Loans provided for any reason (other than a default by any Lender) a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice; herein over (ii) the amount of interest (as a consequence of any transfer pursuant to Section 2.8; (iiireasonably determined by the Lender) as a consequence of any prepayment of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (iv) which would have accrued to the extent that any prepayment of the Loan is not made Lender on any date specified in such amount by placing such amount on deposit for a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower comparable period with leading banks in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, each Lender shall pay to the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepaymentLondon interbank market. This covenant shall survive the termination of this Loan Agreement and the payment of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of such Swap Break Amount submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest errorhereunder.

Breakage Indemnity. The Borrower hereby agrees to indemnify each Lender and to hold each Lender harmless, upon written request by that Lender (which request shall set forth in reasonable detail the basis for requesting such amounts), for all Breakage Costs, if any (net of Swap Breakage Losses andGain, if any) and (in the case of a Lender which is not a COF Lender, clauses (i) and (iii) only) for Liquidity Breakage, if any, in each case which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur on by the date specified therefor Cutoff Date as set forth in the Borrowing NoticeSection 2.2(e); (ii) as a consequence of any transfer pursuant to Section 2.8; or (iii) as a consequence of any prepayment default (following expiry of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (ivapplicable grace periods) to the extent that any prepayment of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower in the repayment or prepayment of the Loan when due under the terms of this AgreementLoan Agreement (including following any acceleration of the Loans). So long as no Event of Default shall have occurred and be continuing, each Lender shall pay to the Borrower any Swap Breakage Gain Gain, if any, (net of any Taxes imposed thereonLiquidity Breakage, if any) received by it as a result of such default, acceleration, or failure to make a borrowing or making any repayment or prepayment. If an Event of Default shall have occurred and be continuing at the time any Lender realizes any Swap Breakage Gain, such Swap Breakage Gain shall be retained by the relevant Lender and shall be deemed to be zero. For the avoidance of doubt, the Borrower shall not be responsible for Breakage Costs, if any, or other breakage incurred by the Lenders arising out of any Defaulting Lender’s failure to fund on the Scheduled Advance 1000301987v14 Date. This covenant shall survive the termination of this Loan Agreement and payment of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of such LIBOR Breakage, if any, and Swap Break Amount Amount, if any, submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest error.

Breakage Indemnity. The Borrower hereby agrees to shall indemnify each Lender and against any loss, cost or reasonable expense which such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to hold each Lender harmless, upon written request by that Lender (which request shall fulfill on the date of any Borrowing hereunder of Fixed Eurodollar Rate Advances or Competitive Advances the applicable conditions precedent set forth in Section 7.2 or, in the case of the initial Borrowing, Section 7.1, (ii) any failure by the Borrower to borrow any Fixed Eurodollar Rate Advance hereunder after a Notice of Revolving Borrowing has been delivered pursuant to Section 3.1 hereof or to borrow any Competitive Advance hereunder after a Competitive Bid Acceptance in respect thereof has been delivered pursuant to Section 3.3(b)(iv) hereof, (iii) any payment or prepayment of a Fixed Eurodollar Rate Advance or Competitive Advance made to the Borrower required or permitted by any other provision of this Agreement or any other Loan Document or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any Fixed Eurodollar Rate Advance or Competitive Advance made to the Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v) the occurrence of any Event of Default with respect to the Borrower, including, in each such case, any loss or reasonable detail expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Advance or any part thereof as a Fixed Eurodollar Rate Advance or Competitive Advance. Such loss, cost or reasonable expense shall include an amount equal to the basis excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for requesting the Fixed Eurodollar Rate Advance or Competitive Advance being paid, prepaid or not borrowed for the period from the date of such amounts)payment, prepayment or failure to borrow to the last day of the Interest Period for all Swap Breakage Losses andsuch Advance (or, in the case of a Lender failure to borrow, the Interest Period for such Advance which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur would have commenced on the date specified therefor in the Borrowing Notice; (ii) as a consequence of any transfer pursuant to Section 2.8; (iii) as a consequence of any prepayment of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (iv) to the extent that any prepayment of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, each Lender shall pay to the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepayment. This covenant shall survive the termination of this Loan Agreement and payment of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail failure) over (B) the amount of interest (as reasonably determined by such Swap Break Amount submitted to Lender) that would be realized by such Lender in reemploying the Borrower by funds so paid, prepaid or not borrowed for such period or Interest Period, as the affected Lender shall be conclusive and binding for all purposes, except in case of manifest errormay be.

Breakage Indemnity. The Borrower hereby agrees to shall indemnify each Lender and to hold each Lender harmless, upon written request by that Lender (against any loss or expense which request shall set forth in reasonable detail the basis for requesting such amounts), for all Swap Breakage Losses and, in the case of a Lender which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice; (ii) actually sustain or incur as a consequence of (i) any transfer pursuant to Section 2.8; (iii) as a consequence of any payment or prepayment of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs portion thereof made on a date other than a Payment Date, (ii) any default in payment or prepayment of the scheduled Payment Date therefor; Principal or any part thereof or interest accrued thereon, as and when due and payable (at the date thereof or otherwise, and whether by acceleration or otherwise), (iii) any delay in making a requested Advance by reason of Borrower's act or failure to act or failure to satisfy a condition precedent to the making of such Advance and (iv) the occurrence of any Event of Default, in each case including any loss or expense actually sustained or incurred or determined by Lender to be actually sustained or incurred in liquidating or redeploying deposits from third parties acquired to effect or maintain the Loan or any part thereof. Such loss or expense shall include any Yield Maintenance Premium payable pursuant to the extent that any Note, as well as an amount equal to the excess, if any, as determined by Lender of (A) its cost of obtaining the funds for the Loan or portion thereof being paid or prepaid for the period from the date of such payment or prepayment to the last day of the Loan is not made on any date specified then current Interest Period over (B) the amount of interest (as determined by Lender) that would be realized by Lender in a notice of prepayment given by redeploying the Borrower; funds so paid or (v) as a consequence of any default by prepaid for the Borrower in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, each Lender shall pay to the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result balance of such default, acceleration, failure to make a borrowing or making any repayment or prepayment. This covenant shall survive the termination of this Loan Agreement and payment of the Loan and all other amounts payable hereunder or under the NotesInterest Period. A certificate of Lender setting forth and explaining in reasonable detail the any amount of such Swap Break Amount submitted or amounts which it is entitled to the Borrower by the affected Lender receive pursuant to this Section 2.8 shall be binding and conclusive and binding for all purposes, except in case of absent manifest error.. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY BORROWER AND MANAGER THAT THE INDEMNITY CONTAINED IN THIS SECTION PROTECTS LENDER AND DEED OF TRUST TRUSTEE FROM THE CONSEQUENCES OF

Breakage Indemnity. The Borrower hereby agrees to indemnify each the Lender and to hold each the Lender harmlessharmless from any loss or expense which the Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, upon written request conversion into or continuation of LIBOR Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by that Lender the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of LIBOR Loans or converting any LIBOR Loans to Prime Rate Loans on a day which request shall set forth in reasonable detail is not the basis for requesting such amounts)last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for all Swap Breakage Losses andthe period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a Lender which is not a COF Lenderfailure to borrow, Liquidity Breakageconvert or continue, which the last day of the Interest Period that Lender may sustain, and would have commenced on the date of such failure) in each case as at the applicable rate of interest for such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if LIBOR Loans provided for any reason (other than a default by any Lender) a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice; herein over (ii) the amount of interest (as a consequence of any transfer pursuant to Section 2.8; (iiireasonably determined by the Lender) as a consequence of any prepayment of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (iv) which would have accrued to the extent that any prepayment of the Loan is not made Lender on any date specified in such amount by placing such amount on deposit for a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower comparable period with leading banks in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuing, each Lender shall pay to the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepaymentLondon interbank market. This covenant shall survive the termination of this Loan Agreement and the payment of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of such Swap Break Amount submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest errorhereunder.

Breakage Indemnity. The Borrower hereby agrees to indemnify each Lender and to hold each Lender harmless, upon written request by that Lender (which request shall set forth in reasonable detail the basis for requesting such amounts), for all Breakage Costs, if any (net of Swap Breakage Losses andGain, if any) in the each case of a Lender which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur on by the date specified therefor Cutoff Date as set forth in the Borrowing NoticeSection 2.2(e); (ii) as a consequence of any transfer pursuant to Section 2.8; or (iii) as a consequence of any prepayment default (following expiry of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (ivapplicable grace periods) to the extent that any prepayment of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower in the repayment or prepayment of the Loan when due under the terms of this AgreementLoan Agreement (including following any acceleration of the Loans). So long as no Event of Default shall have occurred and be continuing, each Lender shall pay to the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) Gain, if any, received by it as a result of such default, acceleration, or failure to make a borrowing or making any repayment or prepayment. If an Event of Default shall have occurred and be continuing at the time any Lender realizes any Swap Breakage Gain, such Swap Breakage Gain shall be retained by the relevant Lender and shall be deemed to be zero. For the avoidance of doubt, the Borrower shall not be responsible for Breakage Costs, if any, or other breakage incurred by the Lenders arising out of any Defaulting Lender’s failure to fund on the Scheduled Advance Date. This covenant shall survive the termination of this Loan Agreement and payment of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of such LIBOR Breakage, if any, and Swap Break Amount Amount, if any, submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest error.

Breakage Indemnity. The Borrower hereby agrees to shall indemnify each Lender and against any loss, cost or reasonable expense which such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to hold each Lender harmless, upon written request by that Lender (which request shall fulfill on the date of any Borrowing hereunder of Eurodollar Rate Advances the applicable conditions set forth in Article V, (ii) any failure by the Borrower to borrow any Eurodollar Rate Advance hereunder after irrevocable Notice of Borrowing has been given pursuant to Section 3.1, (iii) any payment or prepayment of a Eurodollar Rate Advance required or permitted by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any Eurodollar Rate Advance or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v) the occurrence of any Event of Default, including, in each such case, any loss or reasonable detail expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain any Advance or any part thereof as a Eurodollar Rate Advance. Such loss, cost or reasonable expense shall include an amount equal to the basis excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for requesting the Eurodollar Rate Advance being paid, prepaid or not borrowed for the period from the date of such amounts)payment, prepayment or failure to borrow to the last day of the Interest Period for all Swap Breakage Losses andsuch Advance (or, in the case of a Lender failure to borrow, the Interest Period for such Advance which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur would have commenced on the date specified therefor of such failure) over (B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be. For purposes of this subsection (d), it shall be presumed that in the Borrowing Notice; (ii) as a consequence case of any transfer pursuant to Section 2.8; (iii) as a consequence of any prepayment of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (iv) to the extent that any prepayment of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuingEurodollar Rate Advance, each Lender shall pay to have funded each such Advance with a fixed-rate instrument bearing the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepayment. This covenant shall survive rates and maturities designated in the termination of this Loan Agreement and payment determination of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of Applicable Rate for such Swap Break Amount submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest errorAdvance.

Breakage Indemnity. The Borrower hereby agrees to shall indemnify each Lender and against any loss, cost or reasonable expense which such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to hold each Lender harmless, upon written request by that Lender (which request shall fulfill on the date of any Borrowing hereunder of Eurodollar Rate Advances the applicable conditions precedent set forth in Article V, (ii) any failure by the Borrower to borrow any Eurodollar Rate Advance hereunder after a Notice of Borrowing has been delivered pursuant to Section 3.01 hereof, (iii) any payment or prepayment of a Eurodollar Rate Advance made to the Borrower required or permitted by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any Eurodollar Rate Advance made to the Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v) the occurrence of any Event of Default with respect to the Borrower, including, in each such case, any loss or reasonable detail expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Advance or any part thereof as a Eurodollar Rate Advance. Such loss, cost or reasonable expense shall include an amount equal to the basis excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for requesting the Eurodollar Rate Advance being paid, prepaid or not borrowed for the period from the date of such amounts)payment, prepayment or failure to borrow to the last day of the Interest Period for all Swap Breakage Losses andsuch Advance (or, in the case of a Lender failure to borrow, the Interest Period for such Advance which is not a COF Lender, Liquidity Breakage, which that Lender may sustain, and in each case as such amount is due and payable pursuant to the terms of this Loan Agreement: (i) if for any reason (other than a default by any Lender) a borrowing of the Loan does not occur would have commenced on the date specified therefor of such failure) over (B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be. For purposes of this subsection (d), it shall be presumed that in the Borrowing Notice; (ii) as a consequence case of any transfer pursuant to Section 2.8; (iii) as a consequence of any prepayment of the Loan that occurs on any date or any payment of a principal installment of the Loan that occurs on a date other than the scheduled Payment Date therefor; (iv) to the extent that any prepayment of the Loan is not made on any date specified in a notice of prepayment given by the Borrower; or (v) as a consequence of any default by the Borrower in the repayment of the Loan when due under the terms of this Agreement. So long as no Event of Default shall have occurred and be continuingEurodollar Rate Advance, each Lender shall pay to have funded each such Advance with a fixed-rate instrument bearing the Borrower any Swap Breakage Gain (net of any Taxes imposed thereon) received by it as a result of such default, acceleration, failure to make a borrowing or making any repayment or prepayment. This covenant shall survive rates and maturities designated in the termination of this Loan Agreement and payment determination of the Loan and all other amounts payable hereunder or under the Notes. A certificate setting forth and explaining in reasonable detail the amount of Applicable Rate for such Swap Break Amount submitted to the Borrower by the affected Lender shall be conclusive and binding for all purposes, except in case of manifest errorAdvance.