Common use of Broken Funding Clause in Contracts

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three (3) Business Days after receipt of notice thereof.

Broken Funding. In the event of (ia) the payment of any principal of any Funding Eurodollar Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment of a Funding Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (iic) any failure to borrow, convert, continue or prepay any Funding Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Transferor shall compensate the applicable Purchaser Committed Purchasers for the loss, cost and expense actually incurred by such Committed Purchasers attributable to such event. Such loss, cost or expense to any such Committed Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Committed Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest Discount which would have accrued on the principal amount of such Funding Eurodollar Tranche had such event not occurred, at the interest rate Eurodollar Rate that would have been applicable to such Funding Eurodollar Tranche, for the period from the date of such event to the last day of the applicable Fixed Eurodollar Tranche Period (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the related Fixed Eurodollar Tranche Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an accrue on such principal amount of funds equal to such Funding Tranche for such period at the interest rate which such Committed Purchaser would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank Eurodollar market. A certificate of Within forty-five (45) days after any Committed Purchaser incurring any loss, cost or expense as a result hereunder receives actual knowledge of any of the events specified in this Section 2.08 and 2.16, a certificate of such Committed Purchaser setting forth any amount or amounts that such Committed Purchaser is entitled to receive pursuant to this Section 2.08 2.16 and the reasons reason(s) therefor shall be delivered to the Issuer by Transferor (with a copy to the Funding Agent and shall include reasonably detailed calculations Administrative Agent) and shall be conclusive absent manifest error. The Issuer Transferor shall pay to the related Funding Agent on behalf of each such Committed Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days within ten (10) days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference The Borrower shall pay to the Base RateAdministrative Agent for account of each Lender, upon the request of such Lender through the Administrative Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) to compensate it for any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense that such Lender reasonably determines in good faith is attributable to: (a) any payment, prepayment or Conversion of a Eurodollar Loan made by such Lender for any reason (including, without limitation, the acceleration of the Loans pursuant to Section 10 hereof) on a date other than the last day of an Interest Period for such Loan; or (b) any failure by the Borrower for any reason (including, without limitation, the failure of any of the conditions precedent specified in Section 7 hereof to be satisfied) to borrow a Eurodollar Loan from such Purchaser Lender on the date for such borrowing specified in the relevant notice of borrowing given pursuant to Section 2.02 hereof. Without limiting the effect of the preceding sentence, such compensation shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) equal to be the excess, if any, of (i) the amount of interest which that otherwise would have accrued on the principal amount of such Funding Tranche had such event so paid, prepaid, Converted or not occurred, at the interest rate that would have been applicable to such Funding Tranche, borrowed for the period from the date of such event payment, prepayment, Conversion or failure to borrow to the last day of the applicable Fixed then current Interest Period for such Loan (or, in the case of a failure to borrow borrow, the Interest Period for the period such Loan that would have been commenced on the related Fixed Period), date specified for such borrowing) at the applicable rate of interest for such Loan provided for herein (minus the relevant Applicable Margin) over (ii) the amount of interest which that otherwise would be obtainable upon redeployment or reinvestment have accrued on such principal amount at a rate per annum equal to the interest component of an the amount such Lender would have offered in the London interbank market for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender in good faith). Each Lender claiming compensation under this Section 5.05 will furnish to the Borrower through the Administrative Agent a certificate setting forth the basis of the calculation and the amount of funds equal to such Funding Tranche for compensation, which certificate shall (i) be prepared in good faith and on a reasonable basis and (ii) be prima facie evidence of such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled Lender's right to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereofcompensation claimed.

Broken Funding. In the event of that (ia) the payment of any principal of any Funding Eurodollar Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) made other than on the last day of the Fixed Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment by the Transferor of a Funding Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche is made by the Transferor other than on the last day of the related Eurodollar Tranche Period, or (iic) any failure the Transferor fails to borrow, convert, continue or prepay any Funding Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Transferor shall compensate the applicable Purchaser Committed Purchasers for the loss, cost and expense actually incurred by such Committed Purchasers attributable to such event. Such loss, cost or expense to any such Committed Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Committed Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest Discount which would have accrued on the principal amount of such Funding Eurodollar Tranche had such event not occurred, at the interest rate Eurodollar Rate that would have been applicable to such Funding Eurodollar Tranche, for the period from the date of such event to the last day of the applicable Fixed Eurodollar Tranche Period (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the related Fixed Eurodollar Tranche Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an accrue on such principal amount of funds equal to such Funding Tranche for such period at the interest rate which such Committed Purchaser would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank Eurodollar market. A certificate of Within forty-five (45) days after any Committed Purchaser incurring any loss, cost or expense as a result hereunder receives actual knowledge of any of the events specified in this Section 2.08 and 2.16, a certificate of such Committed Purchaser setting forth any amount or amounts that such Committed Purchaser is entitled to receive pursuant to this Section 2.08 2.16 and the reasons reason(s) therefor shall be delivered to the Issuer by Transferor (with a copy to the Funding Agent and shall include reasonably detailed calculations Administrative Agent) and shall be conclusive absent manifest error. The Issuer Transferor shall pay to the related Funding Agent on behalf of each such Committed Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days within ten (10) days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Alternate Reference Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Pay Out Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue borrow or prepay any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Alternate Reference Rate) on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser Affected Party for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser Affected Party shall be deemed to include an amount (the “"Breakage Amount”") determined by such Purchaser Affected Party (or the Administrator with respect to Three Pillars or the Funding AgentAgent with respect to PARCO or the Committed Purchaser, as applicable) to be the excess, if any, of (i) the amount of interest which would have accrued on the portion of the principal amount of such Funding Tranche prepaid or to be borrowed or prepaid had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such portion of such Funding Tranche for such period. A certificate of any Purchaser Affected Party incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 2.8 and setting forth any amount or amounts that such Purchaser the Affected Party is entitled to receive pursuant to this Section 2.08 2.8 and the reasons reason(s) therefor shall be delivered to the Issuer by the Administrator or the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Administrator or the Funding Agent Agent, as applicable, on behalf of each such Purchaser Affected Party the amount shown as due on any such certificate on the first Settlement Payment Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid commencement of the Series 2004-2 Amortization Commencement Date Period or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons reason(s) therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Payment Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Pay Out Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) on the date specified in any notice delivered pursuant hereto, then, in any such event, ; the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such the Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such the Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any the Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 2.7 and setting forth any amount or amounts that such the Purchaser is entitled to receive pursuant to this Section 2.08 2.7 and the reasons reason(s) therefor shall be delivered to the Issuer by the Funding Agent Purchaser and shall include reasonably detailed calculations and shall be deemed conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Payment Date which is not less than three (3) Business Days after receipt of notice thereof.

Broken Funding. In the event of (ia) the payment of any principal of any Eurodollar Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto such funding (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment of a Eurodollar Funding), (b) the conversion of any Eurodollar Funding Tranche)other than on the last day of such related funding, or (iic) any failure to borrow, convert, continue or prepay any Eurodollar Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Recco shall compensate the applicable Purchaser APA Banks for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to APA Banks may include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) APA Bank to be the excess, if any, of (i) the amount of interest yield, as the case may be, which would have accrued on the principal amount of such Eurodollar Funding Tranche had such event not occurred, at the interest rate a Eurodollar Rate that would have been applicable to such Funding TrancheEurodollar Funding, for the period from the date of such event to the last day of the applicable Fixed Period such funding (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the related Fixed Periodfunding period for such funding), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an accrue on such principal amount of funds equal to such Funding Tranche for such period at the interest rate which such APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. A certificate of Within forty-five (45) days after any Purchaser incurring any loss, cost or expense as a result APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.08 and 2.11, a certificate of such APA Bank setting forth in such reasonable detail as Recco shall reasonably request a calculation of any amount or amounts that such Purchaser APA Bank is entitled to receive pursuant to this Section 2.08 2.11 and the reasons reason(s) therefor shall be delivered to Recco and the Issuer by the Funding Agent and shall include reasonably detailed calculations Surety Provider and shall be conclusive absent manifest error. The Issuer Recco shall pay to the related Funding Agent on behalf of each such Purchaser APA Bank the amount shown as due on any such certificate on the first Settlement later of the tenth (10th) Business Day or the next succeeding Determination Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference The Borrower shall pay to the Base RateAdministrative Agent for account of each Lender, upon the request of such Lender through the Administrative Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) to compensate it for any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense that such Lender reasonably determines in good faith is attributable to: (a) any payment, prepayment or Conversion of a Eurodollar Loan made by such Lender for any reason (including, without limitation, the acceleration of the Loans pursuant to Section 10 hereof) on a date other than the last day of an Interest Period for such Loan; or (b) any failure by the Borrower for any reason (including, without limitation, the failure of any of the conditions precedent specified in Section 7 hereof to be satisfied) to borrow a Eurodollar Loan from such Purchaser Lender on the date for such borrowing specified in the relevant notice of borrowing given pursuant to Section 2.02 hereof. Without limiting the effect of the preceding sentence, such compensation shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) equal to be the excess, if any, of (i) the amount of interest which that otherwise would have accrued on the principal amount of such Funding Tranche had such event so paid, prepaid, Converted or not occurred, at the interest rate that would have been applicable to such Funding Tranche, borrowed for the period from the date of such event payment, prepayment, Conversion or failure to borrow to the last day of the applicable Fixed then current Interest Period for such Loan (or, in the case of a failure to borrow borrow, the Interest Period for the period such Loan that would have been commenced on the related Fixed Period), date specified for such borrowing) at the applicable rate of interest for such Loan provided for herein (minus the relevant Applicable Margin) over (ii) the amount of interest which that otherwise would be obtainable upon redeployment or reinvestment have accrued on such principal amount at a rate per annum equal to the interest component of an the amount such Lender would have offered in the London interbank market for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender in good faith). Each Lender claiming compensation under this Section 5.05 will furnish to the Borrower through the Administrative Agent a certificate setting forth the basis of the calculation and the amount of funds equal to such Funding Tranche for compensation, which certificate shall (i) be prepared in good faith and on a reasonable basis and (ii) be prima facie evidence of such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled Lender's right to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest errorcompensation claimed. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereof.Credit Agreement 57 -50-

Broken Funding. In the event of (ia) in the case of a Conduit Lender, a sale of the portion of the Facility Outstanding Principal held by such Conduit Lender to its related Committed Lenders, (b) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) Loan other than on the last day of the Fixed Funding Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment of a Loan), (c) the conversion of any Loan other than on the last day of the related Funding Tranche)Period, or (iid) any failure to borrow, convert, continue or prepay any Funding Tranche Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Borrower shall compensate the applicable Purchaser Lenders, without duplication, for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser Lender shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) Lender to be the excess, if any, of (i) the amount of interest Yield which would have accrued on the outstanding principal amount of such Funding Tranche Loan had such event not occurred, at the interest rate Yield Rate that would have been applicable to such Funding TrancheLoan, for the period from the date of such event to the last day of the applicable Fixed related Funding Period (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the related Fixed Funding Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an accrue on such principal amount of funds equal to such Funding Tranche for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. A certificate of Within ten (10) days after any Purchaser incurring any loss, cost or expense as a result Lender hereunder receives actual knowledge of any of the events specified in this Section 2.08 and 2.14, a certificate of such Lender setting forth any amount or amounts that such Purchaser Lender is entitled to receive pursuant to this Section 2.08 2.14 and the reasons reason(s) therefor shall be delivered to the Issuer by Borrower (with a copy to the Funding Facility Agent and shall include reasonably detailed calculations the related Group Agent) and shall be conclusive absent manifest error. The Issuer Borrower shall pay to the related Funding Agent on behalf of each such Purchaser Lender the amount shown as due on any such certificate on the first next succeeding Settlement Date which is not less than three Business Days after following receipt thereof. Each Lender hereby agrees to take all commercially reasonable action necessary to mitigate the amount of notice thereofany costs incurred pursuant to this Section 2.14.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Alternate Reference Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Pay Out Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue borrow or prepay any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Alternate Reference Rate) on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser Affected Party for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser Affected Party shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser Affected Party (or the Administrator with respect to Three Pillars or the Funding AgentAgent with respect to PARCO or the Committed Purchaser, as applicable) to be the excess, if any, of (i) the amount of interest which would have accrued on the portion of the principal amount of such Funding Tranche prepaid or to be borrowed or prepaid had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such portion of such Funding Tranche for such period. A certificate of any Purchaser Affected Party incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 2.8 and setting forth any amount or amounts that such Purchaser the Affected Party is entitled to receive pursuant to this Section 2.08 2.8 and the reasons reason(s) therefor shall be delivered to the Issuer by the Administrator or the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Administrator or the Funding Agent Agent, as applicable, on behalf of each such Purchaser Affected Party the amount shown as due on any such certificate on the first Settlement Payment Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue increase or prepay any Funding Tranche Facility Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Borrower shall compensate the applicable Purchaser Lender for the loss, cost and expense attributable to such Lender and event. Such loss, cost or expense to any such Purchaser each Lender shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the portion of the principal amount of the Facility Loans of such Funding Tranche Lender prepaid or to be funded or prepaid had such event not occurred, at the interest rate that would have been applicable to such Funding TrancheClass A Loan Rate or the Class B Loan Rate, as applicable, for the period from the date of such event to the last day of the applicable Fixed Interest Period (or, in the case of a failure to borrow borrow, for the period that would have been the related Fixed Interest Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche portion of the Facility Loans of such Lender for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and Lender setting forth any amount or amounts that such Purchaser Lender is entitled to receive pursuant to this Section 2.08 2.5 and the reasons reason(s) therefor shall be delivered to the Issuer Borrower by the Funding Agent such Lender and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer Borrower shall pay to the related Funding Agent on behalf of each such Purchaser Lender the amount shown as due on any such certificate of such Lender on the first Settlement Payment Date which is not less than three Business Days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base RateRate Tranche) other than on the last day of the Fixed Period Settlement Date applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment payment in respect of a Funding Tranchereduction of the Capital of a Tranche pursuant to Section 1.7(f) or (g)), or (ii) any failure to borrow, continue or prepay reduce any Funding Tranche (other than a Base Rate Tranche) on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Seller shall compensate pay to the applicable Purchaser Purchasers for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “"Breakage Amount”") determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest Discount which would have accrued on the principal amount Tranche Amount of such Funding Tranche had such event not occurred, at the interest rate Tranche Rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Interest Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Interest Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche Amount for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 1.14 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 1.l4 and the reasons reason(s) therefor shall be delivered to the Issuer Seller by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer Seller shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days within ten (10) days after receipt of notice thereof.

Broken Funding. In the event of (i) the payment of any principal of any Funding Eurodollar Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Termination Date or an optional prepayment of a Funding Eurodollar Tranche), (ii) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (iiiii) any failure to borrow, convert, continue or prepay any Funding Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer Transferor shall compensate the applicable APA Bank Purchasers (whether such APA Bank Purchaser acquires such Tranche, or portion thereof, pursuant to this Agreement or any Asset Purchase Agreement) for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such APA Bank Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such APA Bank Purchaser (or the Funding Agent) to be the excess, if any, of (ix) the amount of interest Fairway Discount or PARCO Discount, as applicable, which would have accrued on the principal amount of such Funding Eurodollar Tranche had such event not occurred, at the interest rate Eurodollar Rate that would have been applicable to such Funding Eurodollar Tranche, for the period from the date of such event to the last day of the applicable Fixed Eurodollar Tranche Period (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the related Fixed Eurodollar Tranche Period), over (iiy) the amount of interest which would be obtainable upon redeployment or reinvestment of an accrue on such principal amount of funds equal to such Funding Tranche for such period at the interest rate which such APA Bank Purchaser would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. A certificate of Within forty-five (45) days after any APA Bank Purchaser incurring any loss, cost or expense as a result hereunder receives actual knowledge of any of the events specified in this Section 2.08 and 2.15, a certificate of such APA Bank Purchaser setting forth any amount or amounts that such APA Bank Purchaser is entitled to receive pursuant to this Section 2.08 2.15 and the reasons reason(s) therefor shall be delivered to the Issuer Transferor by the applicable Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer Transferor shall pay to the related applicable Funding Agent on behalf of each such APA Bank Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days within ten (10) days after receipt of notice thereof.