Common use of Breakage Costs Clause in Contracts

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the The Borrowers pursuant to Section 2.11, each Borrower shall compensate hereby severally indemnify each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including against any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) incur as a consequence of (a) any event, other than a required conversion default by such Lender in the performance of a its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or BBSY Rate Loan or BA Rate Loan prior to a Base Rate Loan or Canadian Base Rate Loansthe end of the Interest Period in effect therefor, as applicableincluding, without limitation, as a result of any prepayment, the acceleration of the events indicated maturity of the Obligations or for any other reason, (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any Eurocurrency Loan or BBSY Rate Loan, in clause each case other than on the last day of the Interest Period in effect therefor, (diii) above any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made by such Lender (including any Eurocurrency Loan, B/A Loan or BBSY Rate Loan to be made pursuant to a conversion or continuation under Section 2.10 or 2.22, as applicable) not being made after notice of such Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Eurocurrency Loan or BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Applicable Borrower pursuant to Section 2.172.20 (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of a Eurocurrency Rate Loanany Breakage Event, such lossloss shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on Eurocurrency Loan, B/A Loan or BBSY Rate Loan that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Period therefor or Contract Period in effect (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period in effect) for such Loan), Loan over (ii) the amount of interest which would accrue on likely to be realized by such principal amount Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period at the interest rate which such period. A certificate of any Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that which such Lender is entitled to receive pursuant to this clause (e) Section 2.15 shall be delivered to the Applicable Borrower and the basis therefor Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within ten (10) 10 days after its receipt thereof; provided such certificate sets forth in reasonable detail of the manner in which such amount or amounts was determinedsame.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.11, each the Borrower shall compensate each Lender that has made a Term Loan to such the Borrower, upon written request in accordance with this paragraph clause (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Term Loans or BA Rate Loans to such the Borrower but excluding any loss of the Applicable Rate on the relevant Term Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Term Loans does not occur on a date specified therefor in a Borrowing Request or a an Interest Election Request given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Term Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Term Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicableTerm Loan, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Term Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Term Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such the Term Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such the Term Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such the Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11(a) If (i) any LIBOR Rate Advances are, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each applicable Lender or Program Support Provider from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, provided that each such Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each The Borrower shall compensate each Lender that has made a Loan to such Borrowerpay, upon written request in accordance with this paragraph (e)the Priority of Payments, to the Paying Agent, for all lossespayment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, expenses and liabilities (including such amount or amounts as shall, without duplication, compensate such Lender for any loss loss, cost or expense (excluding administrative costs) (the “Breakage Costs”) incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that (as reasonably documented by such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant and delivered to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (ivBorrower) as a result of (i) any assignment prepayment of an Advance, other than an Advance which bears interest based on the Alternate Base Rate, on a date other than a Payment Date, (ii) any Eurocurrency Rate Loans failure to repay or BA Rate Loans pursuant prepay an Advance on a Payment Date that (x) is required to be paid or (y) the Borrower has elected to prepay on such Payment Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a request Funding Request shall have been delivered to be made on the Funding Date specified in such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement and (B) a failure of an Advance (or the applicable Borrower pursuant portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with Section 2.172.1(c) by no later than 5:00 p.m. on the second Business Day immediately preceding the Funding Date. In the case of a Eurocurrency Rate Loan, such loss, cost or expense Such Breakage Costs to any Lender shall be deemed to be the include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan Advance had such event not occurred, at the Eurocurrency Interest Rate that would have been applicable to such Loan Advance, for the period from the date of such event to the last day of the then current Interest Accrual Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest initial Accrual Period for such LoanAdvance), over (ii) the amount of interest Interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (whether or not any Advances by such Lender are in fact funded in the eurodollar market). For the purpose The determination by any Lender of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having any such Breakage Costs shall be set forth in a maturity comparable written notice to the relevant BA Interest Period; providedBorrower, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, the Servicer and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay Documentation Agent delivered by the applicable Lender prior to the amount shown as due on any certificate date of such prepayment in the case where notice of such prepayment is delivered to such Borrower and setting forth any amount Lender in accordance with Section 2.3 or amounts that within two (2) Business Days following such Lender prepayment in the case where no such notice is entitled to receive pursuant to this clause delivered (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which case, Breakage Costs shall include interest thereon from the date of such amount prepayment), or amounts was determinedin the case of a failure of an Advance to be made, within two (2) Business Days following the stated Funding Date for such Advance (in which case, Breakage Costs shall include interest thereon from such stated Funding Date), and shall be conclusive absent manifest error.

Breakage Costs. In addition The Borrower shall pay, in accordance with the Priority of Payments, to all the Administrative Agent, for payment to any applicable Lender upon the request of any Lender or Facility Agent on each date on which a prepayment is made, such amount or amounts as shall, without duplication, compensate such Lender for any loss, cost or expense (the “Breakage Costs”) incurred by such Lender as a result of (i) any prepayment of an Advance bearing interest computed by reference to the LIBO Rate, other than pursuant to Section 2.02(c), on a date other than a Settlement Date, (ii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid by or (y) the Borrowers Borrower has elected to prepay on such Settlement Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Borrowing Notice shall have been delivered (and not cancelled pursuant to Section 2.112.01(g)) to be made on the Borrowing Date specified in such Borrowing Notice for any reason, each Borrower shall compensate each Lender that has made a Loan including the Borrower’s failure to satisfy the conditions to the making of such BorrowerAdvance set forth in Section 2.01 or Article III hereof, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding a default by any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason in making its share of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation Advance when required under the terms and conditions of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, this Agreement (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated referred to in clause clauses i) and (diii) above or (iv) as being called a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17“Breakage Event”). In the case of a Eurocurrency Rate Loanany Breakage Event, such lossBreakage Costs shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on Advance that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Accrual Period therefor in effect (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period in effect) for such Loan), Advance over (ii) the amount of interest which would accrue on likely to be realized by such principal amount Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period at the interest rate which such period. The determination by any Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having Breakage Costs shall be set forth in a maturity comparable reasonably detailed certificate to the relevant BA Interest Period; providedBorrower, that each Lender may fund each of its BA Rate Loans in any manner it sees fitthe Master Servicer, the Lux Manager and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay Administrative Agent delivered by the applicable Lender prior to the amount shown as due on any certificate date of such prepayment in the case where notice of such prepayment is delivered to such Borrower and setting forth any amount Lender in accordance with Section 2.02 hereof or amounts that within two Business Days following such Lender is entitled to receive pursuant to this clause (e) and prepayment in the basis therefor within ten (10) days after receipt thereof; provided case where no such certificate sets forth in reasonable detail the manner is delivered (in which case, Breakage Costs shall include interest thereon from the date of such amount prepayment), or amounts was determinedin the case of a failure of an Advance to be made, within two Business Days following the stated Settlement Date for such Advance (in which case, Breakage Costs shall include interest thereon from such stated Settlement Date), and shall be conclusive absent manifest error.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Transaction Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender this subsection shall be deemed apply only to Lenders that have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption sentence shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each The Borrower shall compensate pay to each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) Breakage Costs that such Lender may sustain or incur as a consequence of (ia) if for any reason (other than default by reason of such Lender being the Borrower in making a Non-Funding Lender) a proposed Borrowingborrowing of, conversion into or continuation of Eurocurrency Rate LIBOR Loans after the Borrower has given a notice (if a notice is required hereunder) requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of LIBOR Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a payment or BA Rate prepayment of LIBOR Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date day that is not the last day of the applicable an Interest Period, Period with respect thereto (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, including as a result of any an Event of the events indicated in clause Default) or (d) above or (iv) the assignment as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.172.14(b) of any Term Loan other than on the last day of an Interest Period therefor. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender “Breakage Costs” shall be deemed to be the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such the subject amount of the Term Loan had such event not occurred, at the Eurocurrency Adjusted LIBO Rate that would have been applicable to such Term Loan (but excluding any anticipated profits), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a LIBOR Loan, for the period that would have been the Interest Period for such Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender a lender would reasonably be expected to bid were it to bid, at the commencement of such period, for dollar deposits in Dollars of a comparable amount and period from other banks in the eurodollar London interbank market. For the purpose of calculating A certificate as to any amounts payable pursuant to a Lender under this subsection, each Section 2.11 submitted to the Borrower by any Lender shall be deemed to have actually funded its relevant BA Rate Loan through conclusive in the purchase absence of a deposit bearing interest at manifest error. This covenant shall survive the BA Rate in an amount equal to repayment of the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Term Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation termination of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) Agreement and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedother Financing Documents.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.10 (Interest), each the applicable Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)request, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Eurodollar Rate Loans or BA Peso TIIE Rate Loans to such Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Eurodollar Rate Loans or BA Peso TIIE Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Eurodollar Rate Loan or BA Peso TIIE Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Peso TIIE Rate Loan to a Peso Base Rate Loans, as applicable, Loan as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of failure by any Eurocurrency Borrower to repay Eurodollar Rate Loans or BA Peso TIIE Rate Loans pursuant to a request when required by the terms hereof. The Lender making demand for such compensation shall deliver to applicable Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan conclusive and binding for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal all purposes as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Transaction Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender this subsection shall be deemed apply only to Lenders that have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption sentence shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determined.Borrower (absent manifest error) for all purposes. Credit and Security Agreement

Breakage Costs. In addition to all amounts required to be paid by the Borrowers event that the Borrower prepays any portion of the principal amount of the Term Loan before the Maturity Date (either voluntarily, pursuant to Section 2.112.4, each or as may be required by the Lenders as a result of an Event of Default, pursuant to Article 8), then the Borrower shall compensate reimburse each Lender that has made a Loan to such Borrowerfor the actual costs, upon written request in accordance with this paragraph (e), for all losses, losses and expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired such Lender, and any payments made by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of counterparty (it being agreed that the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result application of any of funds or other property on deposit with, or held for the events indicated in clause (d) above benefit of, any counterparty or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request set-off by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender counterparty shall be deemed to be a “payment” hereunder), in connection with terminating or closing-out, as of such prepayment date, any interest rate swap transactions, currency swap transactions or other derivative transactions entered into by the amount determined Lender in connection with making the Term Loan (including any interest rate swap transaction entered into by such Lender pursuant to be the excess, if any, an assignment or novation of (i) the amount all or a portion of interest which would have accrued on the principal amount of an Initial Lender’s position in such Loan had such event not occurred, swap or derivative transaction at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which time such Lender would bid were it becomes a party hereto pursuant to bid, at the commencement and in accordance with Section 10.7). A certificate of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a any Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) Section 11.2 shall be delivered to the Borrower and the basis therefor Administrative Agent by such Lender and shall be presumptively correct absent manifest error. The Borrower shall pay to the Administrative Agent for the account of such Lender the amount shown as due on any such certificate within ten two (102) days Business Days after receipt thereof; provided of such certificate sets forth in reasonable detail or, if later, on the manner in which date of any such prepayment; provided, however, with respect to any repayment or prepayment required by the Lenders as a result of an Event of Default pursuant to Article 8, the amount or amounts was determinedshown as due on such certificate shall be immediately due and payable by the Borrower on the date the Borrower receives such certificate.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate option on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment in part prior to the last day of deposits any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other funds acquired Related Document or is the result of acceleration, by such Lender to fund operation of law or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such otherwise); (ii) the Borrower but excluding any loss shall default in payment when due of the Applicable principal amount of or interest on any LIBOR Rate on Advance; (iii) the relevant Loans) that such Lender may sustain (i) if for Borrower shall default in making any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowingborrowing of, conversion into or continuation of Eurocurrency LIBOR Rate Loans or BA Rate Loans does not occur on a date specified therefor Advances after the Borrower has given notice requesting the same in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing accordance herewith (including any failure to satisfy conditions precedent to the making of, or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12of, (ii) if for any reason any Eurocurrency LIBOR Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all reasonable and customary losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (excluding loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan Advance and having a maturity comparable to the relevant BA Interest LIBOR Period; provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition To induce the SMBC Lender Group to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Payment Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each applicable member of the SMBC Lender Group from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a member of the SMBC Lender Group under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, however, that each such Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Transaction Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender this subsection shall be deemed apply only to Lenders that have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption sentence shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determined.Borrower (absent manifest error) for all purposes. Amended and Restated Credit and Security Agreement

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Payment Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner Borrower (absent manifest error) for all purposes. Notwithstanding the foregoing, the Borrower shall in which such no case be liable for any Breakage Costs incurred pursuant to clause (i) of the first sentence of this Section 2.10 if the principal amount or amounts was determinedof any repayment of LIBOR Rate Advances made on any date of determination is less than $25,000,000.

Breakage Costs. In addition to all amounts required to be paid by To induce the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency provide the LIBOR Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate option on the relevant Loans) that such Lender may sustain terms provided herein, if (i) if for any reason LIBOR Rate Advances are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other than provision of this Agreement or any other Related Document or is the result of acceleration, by reason operation of such Lender being a Non-Funding Lenderlaw or otherwise); (ii) a proposed Borrowingthe Borrower shall default in making payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default in making any borrowing of, conversion into or continuation of Eurocurrency LIBOR Rate Loans or BA Rate Loans does not occur on a date specified therefor Advances after the Borrower has given notice requesting the same in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing accordance herewith (including any failure to satisfy conditions precedent to the making of, or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12of, (ii) if for any reason any Eurocurrency LIBOR Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith; then, in any such case, the Borrower shall indemnify and hold harmless the Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, "Breakage Costs"). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a the Lender under this subsection, each the Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan Advance and having a maturity comparable to the relevant BA Interest LIBOR Period; provided, however, that each the Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay determination by the applicable Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate and CP Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances or CP Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Payment Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance or CP Rate Advances; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan Advances or BA CP Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (dLIBOR Rate Advances or CP Rate Advances) above or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses (calculated as described below in this Section) resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender terminate deposits from which such funds were obtained (if any) but shall be deemed limited to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued through the next Interest Payment Date as the applicable interest rate for such Advance minus any net amounts actually earned on the principal amount reemployment of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar marketfunds. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance or CP Rate Advance, as applicable, through the purchase of a deposit bearing interest at the BA LIBOR Rate or the CP Rate, as applicable, in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance or CP Rate Advance, as applicable; provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances or CP Rate Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition The Borrower shall pay, in accordance with the Priority of Payments, to all the Administrative Agent, for payment to any applicable Lender upon the request of any Lender or Facility Agent on each date on which a prepayment is made, such amount or amounts required as shall, without duplication, compensate such Lender for any loss, cost or expense (the “Breakage Costs”) incurred by such Lender as a result of (i) any prepayment of an Advance bearing interest computed by reference to be paid by the Borrowers LIBO Rate, other than pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e2.02(c), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in other than a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12Settlement Date, (ii) if for with respect to a Conduit Lender, any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including prepayment of an Advance bearing interest computed by reference to the Cost of Funds Rate, other than pursuant to Section 2.09) 2.02(c), on a date that is not other than the last day of an Accrual Period, to the applicable Interest extent that such Conduit Lender was “match funding” such Advance (or a portion thereof) with Commercial Paper Notes issued by it or its Funding Source in specified tranches corresponding to such Accrual Period, (iii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid or (y) the Borrower has elected to prepay on such Settlement Date, or (iv) any failure on the part of the Borrower to accept or take an Advance as to which a consequence Borrowing Notice shall have been delivered (and not cancelled pursuant to Section 2.01(g)) to be made on the Borrowing Date specified in such Borrowing Notice for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.01 or Article III hereof, but excluding a default by any Lender in making its share of such Advance when required conversion under the terms and conditions of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of this Agreement (any of the events indicated referred to in clause clauses (di) above or and (iv) as being called a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17“Breakage Event”). In the case of a Eurocurrency Rate Loanany Breakage Event, such lossBreakage Costs shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on Advance that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Accrual Period therefor in effect (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period in effect) for such Loan), Advance over (ii) the amount of interest which would accrue on likely to be realized by such principal amount Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period at the interest rate which such period. The determination by any Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having Breakage Costs shall be set forth in a maturity comparable reasonably detailed certificate to the relevant BA Interest Period; providedBorrower, that each Lender may fund each of its BA Rate Loans in any manner it sees fitthe Master Servicer, the Lux Manager and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay Administrative Agent delivered by the applicable Lender prior to the amount shown as due on any certificate date of such prepayment in the case where notice of such prepayment is delivered to such Borrower and setting forth any amount Lender in accordance with Section 2.02 hereof or amounts that within two Business Days following such Lender is entitled to receive pursuant to this clause (e) and prepayment in the basis therefor within ten (10) days after receipt thereof; provided case where no such certificate sets forth in reasonable detail the manner is delivered (in which case, Breakage Costs shall include interest thereon from the date of such amount prepayment), or amounts was determinedin the case of a failure of an Advance to be made, within two Business Days following the stated Settlement Date for such Advance (in which case, Breakage Costs shall include interest thereon from such stated Settlement Date), and shall be conclusive absent manifest error.

Breakage Costs. In addition To induce Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11-------------- LIBOR Rate option on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment --------------- in part prior to the last day of deposits any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other funds acquired Related Document or is the result of acceleration, by such Lender to fund operation of law or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such otherwise); (ii) the Borrower but excluding any loss shall default in payment when due of the Applicable principal amount of or interest on any LIBOR Rate on Advance; (iii) the relevant Loans) that such Lender may sustain (i) if for Borrower shall default in making any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowingborrowing of, conversion into or continuation of Eurocurrency LIBOR Rate Loans or BA Rate Loans does not occur on a date specified therefor Advances after the Borrower has given notice requesting the same in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid accordance herewith (including pursuant any failure to Section 2.09) on a date that is not satisfy conditions precedent to the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, "Breakage Costs"). Such indemnification shall include any loss -------------- (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any terminate deposits from which such funds were obtained. Each Lender shall be deemed make a good faith effort to be reinvest any repayment proceeds received from the amount determined by such Lender Borrower in order to be mitigate the excess, if any, of (i) the amount of interest losses which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar marketotherwise be reimbursable under this Section 2.10. For the purpose ------------ of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan Advance and having a maturity comparable to the relevant BA Interest LIBOR Period; provided, however, that each Lender may fund each of its BA -------- ------- LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by such Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerRevolving Credit Lender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurocurrency Rate Loans or BA Eurodollar Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period; provided, however, that with respect to any such prepayment or repayment to be made prior to the Revolving Credit Termination Date and except during the continuance of an Event of Default, subject to the provisions of Section 9.2 (Remedies), the Borrower may at its option, instead of making such prepayment or repayment on the due date, provide cash-collateral to the Administrative Agent for the amount of the Eurodollar Rate Loan to be prepaid or repaid for CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. application in prepayment or repayment thereof at the end of the applicable Interest Period; provided further, however, that if the Revolving Credit Termination Date shall occur prior to the end of such Interest Period, such Eurodollar Rate Loan shall be repaid on the Revolving Credit Termination Date, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedRevolving Credit Lender, absent manifest error.

Breakage Costs. In addition The Borrower shall pay, in accordance with the Priority of Payments, to all the Administrative Agent, for payment to any applicable Lender upon the request of any Lender or Facility Agent on each date on which a prepayment is made, such amount or amounts as shall, without duplication, compensate such Lender for any loss, cost or expense (the “Breakage Costs”) incurred by such Lender as a result of (i) any prepayment of an Advance bearing interest computed by reference to the LIBO Rate, other than pursuant to Section 2.02(c), on a date other than a Settlement Date, (ii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid by or (y) the Borrowers Borrower has elected, on the direction of the NZ Manager, to prepay on such Settlement Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Borrowing Notice shall have been delivered (and not cancelled pursuant to Section 2.112.01(g)) to be made on the Borrowing Date specified in such Borrowing Notice for any reason, each Borrower shall compensate each Lender that has made a Loan including the Borrower’s failure to satisfy the conditions to the making of such BorrowerAdvance set forth in Section 2.01 or Article III hereof, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding a default by any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason in making its share of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation Advance when required under the terms and conditions of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, this Agreement (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated referred to in clause clauses (di) above or and (iv) as being called a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17“Breakage Event”). In the case of a Eurocurrency Rate Loanany Breakage Event, such lossBreakage Costs shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (ix) its cost of obtaining funds for the amount of interest which would have accrued on Advance that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Accrual Period therefor in effect (oror that would have been in effect) for such Advance over (y) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. The determination by any Lender of the amount of Breakage Costs shall be set forth in a reasonably detailed certificate to the Borrower, the Master Servicer, the NZ Manager and the Administrative Agent delivered by the applicable Lender prior to the date of such prepayment in the case where notice of such prepayment is delivered to such Lender in accordance with Section 2.02 hereof or within two Business Days following such prepayment in the case where no such certificate is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to borrowbe made, convert or continue, for within two Business Days following the period that would have been the Interest Period stated Settlement Date for such LoanAdvance (in which case, Breakage Costs shall include interest thereon from such stated Settlement Date), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedconclusive absent manifest error.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.3(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Transaction Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender this subsection shall be deemed apply only to Lenders that have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption sentence shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each The Borrower shall compensate hereby indemnifies each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including against any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) incur as a consequence of (a) any event, other than a required conversion default by such Lender in the performance of a Eurocurrency Rate its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Revolving Loan or BA Rate Loan prior to a Base Rate Loan or Canadian Base Rate Loansthe end of the Interest Period in effect therefor, as applicableincluding, without limitation, as a result of any prepayment, the acceleration of the events indicated maturity of the Obligations or for any other reason, (ii) the conversion of the Interest Period with respect to any Revolving Loan other than on the last day of the Interest Period in clause effect therefor, (diii) above any Revolving Loan to be made by such Lender not being made after notice of such Loan shall have been given (or deemed given) by the Borrower hereunder (or by the Australian Agent hereunder) or (iv) other than with respect to any Defaulting Lender, any assignment of a Revolving Loan is made other than on the last day of the Interest Period for such Loan as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.172.21 (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of a Eurocurrency Rate Loanany Breakage Event, such lossloss shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on Revolving Loan that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Period therefor in effect (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period in effect) for such Loan), Loan over (ii) the amount of interest which would accrue on likely to be realized by such principal amount Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period at the interest rate which such period. A certificate of any Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that which such Lender is entitled to receive pursuant to this clause (e) Section 2.15 shall be delivered to the Borrower and the basis therefor Australian Agent and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within ten (10) 10 days after its receipt thereof; provided such certificate sets forth in reasonable detail of the manner in which such amount or amounts was determinedsame.

Breakage Costs. In addition To induce the Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11LIBOR Rate Advances on the terms provided herein, each Borrower shall compensate each Lender that has made a Loan to such Borrowerif (i) any LIBOR Rate Advances are, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor an Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, however, that each Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes .

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each The Borrower shall compensate hereby indemnifies each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including against any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) incur as a consequence of (a) any event, other than a required conversion default by such Lender in the performance of a its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Rate Loan or BA Rate Loan prior to a Base Rate Loan or Canadian Base Rate Loansthe end of the Interest Period in effect therefor, as applicableincluding, without limitation, as a result of any prepayment, the acceleration of the events indicated maturity of the Obligations or for any other reason, (ii) the conversion of any Eurocurrency Loan to an ABR Loan or the conversion of the Interest Period with respect to any Eurocurrency Loan, in clause each case other than on the last day of the Interest Period in effect therefor, (diii) above any Eurocurrency Loan to be made by such Lender (including any Eurocurrency Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Eurocurrency Loan is made other than on the last day of the Interest Period for such Loan as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.172.20 (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of a Eurocurrency Rate Loanany Breakage Event, such lossloss shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on Eurocurrency Loan that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Period therefor in effect (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period in effect) for such Loan), Loan over (ii) the amount of interest which would accrue on likely to be realized by such principal amount Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period at the interest rate which such period. A certificate of any Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that which such Lender is entitled to receive pursuant to this clause (e) Section 2.15 shall be delivered to the Borrower and the basis therefor Administrative Agent and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within ten (10) 10 days after its receipt thereof; provided such certificate sets forth in reasonable detail of the manner in which such amount or amounts was determinedsame.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.7, each the Borrower shall compensate each Tranche B Lender, and, to the extent Tranche A has been funded by the Alternate Tranche A Lender that or Tranche A has made a Loan been assigned by the Primary Tranche A Lender to such Borrowerthe Alternate Tranche A Lender pursuant to Section 11.2 or the Primary Tranche A Lender has funded Tranche A other than through the issuance of Commercial Paper, each Tranche A Lender), upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or the termination of any other financial arrangement it may have entered into to fund or maintain or support such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower 's portion of the Loan, but excluding any loss of the Applicable Rate on the relevant LoansTaxes) which that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a the proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans Borrowing does not occur on a date specified therefor in a the Notice of Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12accordance with this Agreement, (ii) subject to the Borrower's right to utilize the Prepayment Breakage Avoidance Procedure, if for any reason any Eurocurrency Rate Loan or BA Rate portion of the Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.6 or this Section 2.10) on a date that which is not the last day of the applicable Interest Period, Period or (iii) as a consequence of any failure by a required conversion of a Eurocurrency Rate Loan or BA Rate Loan Borrower to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of repay any portion of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request Loan when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to the Borrower pursuant (with a copy to Section 2.17. In the case of Agent, the Board and the Loan Administrator) concurrently with such demand a Eurocurrency Rate Loanwritten statement as to such losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed conclusive as to be the amount determined by of compensation due to that Lender absent manifest error, and such Lender compensation shall be paid to be the Agent for the account of such Lender. Such compensation shall not exceed an amount equal to the excess, if any, of (ia) the amount of interest which that would have accrued on the principal amount of such Loan had such event so prepaid, or not occurredso borrowed or repaid, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event prepayment or of such failure to borrow or repay to the last day of the then current applicable Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period date of such failure to borrow) in each case at the applicable rate of interest for such Loan), Loan provided for in this Agreement over (iib) the amount of interest which (as reasonably determined by such Lender) that would accrue have accrued to such Lender on such principal amount by placing such amount on deposit 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 with leading banks in the eurodollar market. For LIBOR market (it being understood that the purpose of calculating amounts payable Borrower shall not be required to a indemnify any Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal for lost profits other than to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans extent included in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (ea) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedabove).

Breakage Costs. In addition The Borrowers shall pay directly to all a Lender, immediately upon request such amounts required to be paid by as shall, in the Borrowers pursuant to Section 2.11reasonable judgment of each Lender, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), it for all losses, expenses and liabilities (including any loss or expense Losses incurred by reason it as a result of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason payment or prepayment (other than by reason under any circumstances whatsoever, whether voluntary or involuntary) of such Lender being any portion of the Loan bearing interest as a Non-Funding Lender) LIBOR Loan Tranche or a proposed Borrowing, conversion into or continuation of Eurocurrency Conversion Rate Loans or BA Rate Loans does not occur Loan Tranche on a date specified therefor in a Borrowing Request or a other than the last day of an applicable Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12Period, (ii) if the conversion (for any reason any Eurocurrency whatsoever, whether voluntary or involuntary) of a LIBOR Loan Tranche or a Conversion Rate Loan or BA Tranche to a Base Rate Loan is repaid Tranche with respect to any portion of the Loan then bearing interest as a LIBOR Loan Tranche or prepaid (including pursuant to Section 2.09) a Conversion Rate Loan Tranche, as applicable, on a date that is not other than the last day of the an applicable Interest Period, (iii) the failure of all or a portion of an Advance of the Loan which was to have borne interest as a consequence of LIBOR Loan Tranche (including any portion thereof to bear interest as a required conversion of a Eurocurrency Conversion Rate Loan or BA Rate Loan Tranche in accordance with subsection b above) pursuant to a Base Rate Loan or Canadian Base Rate LoansRequest to be made, as applicable, as a result of any of the events indicated in clause (d) above or (iv) the failure of the Borrowers to borrow in accordance with a Rate Request submitted by it or the Borrowers' failure to continue or convert a LIBOR Loan Tranche or a Conversion Rate Loan Tranche in accordance with a Rate Request submitted by it, (v) the failure of the Borrowers to make a prepayment after the Borrowers have given notice thereof in accordance with this Agreement or (vi) the early termination of any swap or other interest rate hedging arrangement, including, without limitation, any such Losses 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. Such amounts shall include, without limitation, an amount equal to the present value (using as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans discount rate, the rate at which interest is computed pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case clause (B) below) of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (iA) the amount of interest which would have accrued at the Adjusted LIBO Rate or the Conversion Rate (as the case may be) on the principal amount of such Loan had such event so prepaid, converted, not occurredadvanced, at not borrowed, not continued, not converted or not prepaid, as the Eurocurrency Rate that would have been applicable to such Loan case may be, for the period from the date of such event the occurrence to the last day of the then current applicable Interest Period therefor (or, in at the case applicable rate of a failure to borrow, convert or continue, for the period that would have been the Interest Period interest for such Loan)Loans provided for herein (excluding, however, the applicable margin included therein, if any) over (iiB) the amount of interest (as reasonably determined by such Lender in good faith) which would accrue on such principal amount for such period at the interest rate which have accrued to such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.such

Breakage Costs. In addition to all amounts required to be paid by the The Borrowers pursuant to Section 2.11, each Borrower shall compensate hereby severally indemnify each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including against any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) incur as a consequence of (a) any event, other than a required conversion default by such Lender in the performance of a its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Rate Loan or BA Rate Loan prior to a Base Rate Loan or Canadian Base Rate Loansthe end of the Interest Period in effect therefor, as applicableincluding, without limitation, as a result of any prepayment, the acceleration of the events indicated maturity of the Obligations or for any other reason, (ii) the conversion of any Eurocurrency Loan to an ABR Loan or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any Eurocurrency Loan, in clause each case other than on the last day of the Interest Period in effect therefor, (diii) above any Eurocurrency Loan or B/A Loan to be made by such Lender (including any Eurocurrency Loan or B/A Loan to be made pursuant to a conversion or continuation under Section 2.10 or 2.22, as applicable) not being made after notice of such Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a Eurocurrency Loan is made other than on the last day of the Interest Period for such Loan as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Applicable Borrower pursuant to Section 2.172.20 (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of a Eurocurrency Rate Loanany Breakage Event, such lossloss shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on Eurocurrency Loan or B/A Loan that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Period therefor or Contract Period in effect (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period in effect) for such Loan), Loan over (ii) the amount of interest which would accrue on likely to be realized by such principal amount Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period at the interest rate which such period. A certificate of any Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that which such Lender is entitled to receive pursuant to this clause (e) Section 2.15 shall be delivered to the Applicable Borrower and the basis therefor Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within ten (10) 10 days after its receipt thereof; provided such certificate sets forth in reasonable detail of the manner in which such amount or amounts was determinedsame.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.5, each the Borrower shall compensate each Lender that has made a Loan to such Borrower, or each Counter-Guarantor upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or Counter-Guarantor or the termination of any other financial arrangement it may have entered into to fund or maintain or support such Lender’s Eurocurrency Rate Loans 's portion of the Loan or BA Rate Loans to such Borrower its Counter-Guarantee, but excluding any loss of the Applicable Rate on the relevant LoansTaxes) which that such Lender or Counter-Guarantor may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowingsubject to the Borrower's right to utilize the Prepayment Breakage Avoidance Procedure, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate portion of the Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.5 or this Section 2.9) or a payment is made with respect to a Counter-Guarantee on a date that which is not the last day of the applicable Interest Period, Period or (iiiii) as a consequence of any failure by a required conversion Borrower to repay any portion of a Eurocurrency Rate the Loan or BA Rate Loan make payment with respect to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request Counter-Guarantee when required by the applicable terms hereof. The Lender or Counter-Guarantor making demand for such compensation shall deliver to the Borrower pursuant (with a copy to Section 2.17. In the case of Agent, the Board and the Loan Administrator) concurrently with such demand a Eurocurrency Rate Loanwritten statement as to such losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed conclusive as to be the amount determined by of compensation due to that Lender or Counter-Guarantor absent manifest error, and such Lender compensation shall be paid to be the Agent for the account of such Lender. Such compensation shall not exceed an amount equal to the excess, if any, of (iA) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan so prepaid or paid for the period from the date of such event prepayment or payment to the last day of the then current applicable Interest Period therefor (or, in each case at the case applicable rate of a failure to borrow, convert or continue, for the period that would have been the Interest Period interest for such Loan), Loan provided for in this Agreement over (iiB) the amount of interest which (as reasonably determined by such Lender or Counter-Guarantor) that would accrue have accrued to such Lender or Counter-Guarantor on such principal amount by placing such amount on deposit 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 with leading banks in the eurodollar market. For LIBOR market (it being understood that the purpose of calculating amounts payable Borrower shall not be required to a indemnify any Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal or Counter-Guarantor for lost profits other than to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans extent included in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (eA) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedabove).

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (other than resulting from the gross negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment or order) (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any failure by the Borrower to repay Eurocurrency Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Lender making demand for such compensation shall deliver to the Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt prima facie evidence thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers or on behalf of Borrower or Co-Borrower pursuant to Section 2.11SECTION 2.10, each Borrower and Co-Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA 's Eurodollar Rate Loans to such Borrower or Co-Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a Borrower and/or Co-Borrower, as applicable (or in a telephonic request by it request), for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12SECTION 2.11, (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.09SECTION 2.9) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, on a date that is not the last day of an Interest Period as a result of any of the events indicated in clause (dc) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by Borrower or Co-Borrower to repay Eurodollar Rate Loans or BA Rate Loans on the date specified in any notice delivered pursuant hereto. The Lender making demand for such compensation shall deliver to Borrower and/or Co-Borrower, as applicable, concurrently with such demand a request by the applicable Borrower pursuant written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed conclusive as to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable compensation due to such Loan for the period from the date Lender, absent manifest error. Determination of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, SECTION 2.14(D) in connection with a Eurodollar Rate Loan shall be calculated as though each Lender shall be deemed to have actually funded its relevant BA Rate Eurodollar Loan through the purchase of a deposit bearing interest at of the BA Rate in an amount equal type and maturity corresponding to the amount of that BA deposit used as a reference in determining the Eurodollar Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount Loan, whether in fact that is the case or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinednot.

Breakage Costs. In addition to all any amounts required to due in connection with the redemption of the Bond as set forth above, in the event of any redemption or prepayment of the Bond for any reason, whether by redemption, prepayment, acceleration or otherwise, there shall be paid to the Bank an additional amount equal to the sum of all actual losses or expenses suffered or incurred by the Borrowers pursuant Bank as a result of the redemption or prepayment, which is specifically limited to Section 2.11any loss, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss breakage or other cost or expense incurred by reason of the liquidation termination of any interest rate protection agreement .. On each such redemption date, payment or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss provision for payment of the Applicable Rate redemption price having been made, this Bond or the portion thereof so called for redemption shall become due and payable on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowingredemption date, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence and interest shall cease to accrue thereon from and after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17redemption date. In the case event of a Eurocurrency Rate Loanredemption of this Bond in whole, the redemption price shall be paid to the Bank only upon surrender of this Bond at the principal office of the Borrower or such lossother place as the Borrower shall designate on such Interest Payment Date. In the event of a partial optional or mandatory redemption, cost payment shall be made by wire transfer of immediately available funds without presentation and surrender of this Bond, provided that the Borrower’ record of such payment shall be conclusive and binding upon the Bank and each succeeding owner of this Bond, absent manifest error. The Agreement permits the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the owner of this Bond upon the terms set forth therein. Any consent or expense waiver by the owner of this Bond shall be conclusive and binding upon such Bank and upon all future owners of this Bond and of any Bond issued upon the transfer of this Bond whether or not notation of such consent or waiver is made hereon. The Agreement also contains provisions permitting the owner of this Bond to any Lender waive certain past defaults under the Agreement and their consequences. This Bond is issued under and pursuant to, and in full compliance with the laws of the Commonwealth, including particularly the Act, which shall govern its construction, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and this Bond. No covenant or agreement contained in this Bond shall be deemed to be the amount determined by such Lender to covenant or agreement of any member, officer, attorney, agent or employee of the Authority in an individual capacity. No recourse shall be had for the excesspayment of principal, premium, if any, or interest on this Bond or any claim based thereon or on any instruments and documents executed and delivered by the Authority in connection with the Project Facilities, against any officer, member, agent, attorney or employee of (i) the amount Authority past, present or future, or any successor body or their representative heirs, personal representatives, successors, as such, either directly or through the Authority, or any such successor body, whether by virtue of interest which would have accrued on any constitutional provision, statute or rule of law, or by the principal amount enforcement of any assessment or penalty, or otherwise, all of such Loan had such event liability being hereby released as a condition of and as a consideration for the execution and delivery of this Bond. This Bond shall not occurredconstitute the personal obligation, at either jointly or severally, of any director, officer, employee or agent of the Eurocurrency Rate Authority. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that would all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and issuance of this Bond do exist, have happened, exist and have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue performed. Signatures follow on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.next page

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance ac- cordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits de- posits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a an Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive succes- sive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion con- version of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated indi- cated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Eurocur- rency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower Bor- rower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period Pe- riod therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement commence- ment of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing bear- ing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, pro- vided that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.after

Breakage Costs. In addition to all amounts required to be paid by Upon the Borrowers pursuant to Section 2.11request of any Purchaser, each Borrower shall compensate each Lender that has made a Loan to such Borrowerthe Seller shall, upon written request in accordance with this paragraph (e)the Priority of Payments, pay to the Administrative Agent, for all lossespayment to any applicable Purchaser, expenses and liabilities (including any loss such amount or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by amounts as shall, without duplication, compensate such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if Purchaser for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense (the “Breakage Costs”) incurred by such Purchaser as a result of (i) any reduction of such Purchaser’s Funded Purchase Price on a date other than a Settlement Date, (ii) any failure to reduce such Purchaser’s Funded Purchase Price on a Settlement Date on which it is required to be reduced, (iii) any failure to reduce such Purchaser’s Funded Purchase Price as to which a Reduction Notice shall have been delivered on the date specified in such Reduction Notice for any reason, including the Seller’s failure to satisfy applicable conditions to such reduction or the insufficiency of funds therefor under the provisions of Section 2.03(b), or (iv) any failure on the part of the Seller to accept or take a Cash Outlay as to which a Cash Outlay Notice shall have been delivered on the date specified in such Cash Outlay Notice for any reason, including the Seller’s failure to satisfy the conditions to the making of such Cash Outlay set forth in Section 2.01 or Article III. Such Breakage Costs to any Lender Purchaser shall be deemed to be the include an amount determined by such Lender Purchaser to be the excess, if any, cost of (i) breaking any interest rate or currency hedging arrangement related to the portion of such Purchaser’s Funded Purchase Price. The determination by any Purchaser of the amount of interest which would have accrued Breakage Costs shall be set forth in a notice to the Seller, the Servicer and the Administrative Agent delivered by the applicable Purchaser and shall be conclusive absent manifest error. Any Breakage Costs shall be due and payable on the principal amount first Settlement Date which follows the Servicer’s receipt of such Loan had notice by more than five (5) Business Days (or on the Final Date if such event not occurredcertificate is delivered on the Final Date); provided that, at if such notice is in connection with a reduction of the Eurocurrency Rate that would have been applicable Aggregate Funded Purchase Price pursuant to such Loan for Section 2.03(b) and is delivered on or before the period from Business Day immediately preceding the date of such event to the last day of the then current Interest Period therefor (or, reduction as set forth in the case of a failure to borrowapplicable Reduction Notice, convert or continue, for any applicable Breakage Costs shall be due and payable on the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement date of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedreduction.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall pay to Lender within five (5) Business Days of Borrower’s receipt of Lender’s request therefor and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as reasonably necessary to compensate each Lender that has made a Loan to such Borrowerfor the loss, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss cost or expense incurred by reason which it may reasonably incur as a result of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into all or continuation any portion of Eurocurrency Rate Loans or BA Rate Loans does not occur the Loan on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not other than the last day of the applicable Interest PeriodPeriod or (ii) the conversion, (iii) as a consequence for any reason whatsoever, whether voluntary or involuntary, of a required conversion of a Eurocurrency Rate Loan or BA Rate the Loan to a Base Variable Rate Loan on a date other than the last day of the applicable Effective LIBO Rate Interest Period. Such amounts payable by Borrower shall be equal to: (a) any out-of pocket administrative costs actually incurred, plus (b) if the Loan, a Cost Maintenance Fee. As used herein, the term “Cost Maintenance Fee” shall mean an amount equal to the product of (x) the amount so prepaid or Canadian Base Rate Loansconverted, as applicablethe case may be, as multiplied by (y) the difference between the Effective LIBO Rate, then in effect, or which would have been in effect, and the Treasury Rate in effect on the date of the occurrence plus the Applicable Margin, which product shall be multiplied by (z) a result fraction, the numerator of which is the number of days from the date of occurrence of any of the events indicated described in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of subsections (i) and (ii) of the amount first sentence of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event this Section 2.5.4 to the last day of the then current applicable Interest Period therefor (or, in if applicable, each Interest Period) and the case denominator of a failure which is 360 days; however, if or to borrow, convert or continuethe extent that the applicable Effective LIBO Rate, for the period that would have been the applicable Interest Period for such Loan)is equal to or less than the Treasury Rate plus the Applicable Margin, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender no Cost Maintenance Fee shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedpayable.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determined.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such Borrowerand Synthetic Investor, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or Synthetic Investor to fund or maintain such Lender’s Eurocurrency Eurodollar Rate Loans Loan to the Borrower or BA Rate Loans to such Borrower Synthetic Investor’s Credit-Linked Deposit, but excluding any loss of the Applicable Rate Margin or other profit on the relevant Loans) that such Lender or Synthetic Investor may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into Borrowing or continuation of Eurocurrency Rate Loans of, or BA conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.09) 2.9 (Mandatory Prepayments), by reason of an increase or reduction in Commitments on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or Section 2.14(d), (iv) as a result consequence of any assignment failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof or (v) if, for any reason, the Fronting Lender is required to make any payment in respect of any Eurocurrency Rate Loans Credit-Linked Deposit or BA Rate Loans pursuant to a request reimburse any Synthetic Investor for any similar loss, expense or liability in respect of any Credit-Linked Deposit. Without limiting the foregoing, if any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Fronting Lender as provided herein shall be subsequently reimbursed to the Fronting Lender by the applicable Borrower pursuant to Section 2.17. In or any other Loan Party other than on the case last day of a Eurocurrency Rate Loancalendar quarter, such loss, cost or expense to any the Fronting Lender shall be deemed to be invest the amount determined by so reimbursed in overnight or short-term cash equivalent investments until the end of such Lender calendar quarter and the Borrower shall pay to be the excessFronting Lender, upon the Fronting Lender’s request therefor, the amount, if any, by which the interest accrued on a like amount of (i) the Credit-Linked Deposits at the Eurodollar Rate for such calendar quarter shall exceed the interest earned through the investment of the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan so reimbursed for the period from the date of such event reimbursement through the end of such calendar quarter, as determined by the Fronting Lender (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the last day Borrower. If the Borrower shall fail to pay an amount due under the preceding sentence, the amount payable by the Fronting Lender to the Synthetic Investors on their Credit-Linked Deposits under Section 2.1(f) (The Commitments; Credit-Linked Deposit Amount) shall be correspondingly reduced and each Synthetic Investor shall without further act succeed, ratably in accordance with its Ratable Portion, to the rights of the then current Interest Period therefor (or, in the case of a failure Fronting Lender with respect to borrow, convert such amount. The Lender or continue, for the period that would have been the Interest Period Synthetic Investor making demand for such Loan)compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bidexpenses and liabilities, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender statement shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each The Borrower shall compensate each Lender that has made a Loan to such Borrowerpay, upon written request in accordance with this paragraph (e)the Priority of Payments, to the Paying Agent, for all lossespayment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, expenses and liabilities (including such amount or amounts as shall, without duplication, compensate such Lender for any loss loss, cost or expense (the “Breakage Costs”) incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that (as reasonably documented by such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant and delivered to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (ivBorrower) as a result of (i) any assignment prepayment of an Advance which bears interest based on the LIBO Rate on a date other than a Payment Date, (ii) any Eurocurrency Rate Loans failure to repay or BA Rate Loans pursuant prepay an Advance on a Payment Date that (x) is required to be paid or (y) the Borrower has elected to prepay on such Payment Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a request Funding Request shall have been delivered to be made on the Funding Date specified in such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a default by any Lender in making its share of such Advance when required under the terms and conditions of this Agreement and (B) a failure of an Advance (or the applicable Borrower pursuant portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with Section 2.172.1(c) by no later than 5:00 p.m. on the second Business Day immediately preceding the Funding Date. In the case of a Eurocurrency Rate Loan, such loss, cost or expense Such Breakage Costs to any Lender shall be deemed to be the include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan Advance had such event not occurred, at the Eurocurrency LIBO Rate that would have been applicable to such Loan Advance, for the period from the date of such event to the last day of the then current Interest Accrual Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest initial Accrual Period for such LoanAdvance), over (ii) the amount of interest Interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (whether or not any Advances by such Lender are in fact funded in the eurodollar market). For the purpose The determination by any Lender of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having any such Breakage Costs shall be set forth in a maturity comparable written notice to the relevant BA Interest Period; providedBorrower, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, the Servicer and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay Documentation Agent delivered by the applicable Lender prior to the amount shown as due on any certificate date of such prepayment in the case where notice of such prepayment is delivered to such Borrower and setting forth any amount Lender in accordance with Section 2.3 or amounts that within two (2) Business Days following such Lender prepayment in the case where no such notice is entitled to receive pursuant to this clause delivered (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which case, Breakage Costs shall include interest thereon from the date of such amount prepayment), or amounts was determinedin the case of a failure of an Advance to be made, within two (2) Business Days following the stated Funding Date for such Advance (in which case, Breakage Costs shall include interest thereon from such stated Funding Date), and shall be conclusive absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerRevolving Credit Lender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurocurrency Rate Term SOFR Loans or BA Daily Simple SOFR Loans, as applicable, or EURIBOR Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Defaulting Lender) a proposed Borrowing, conversion into to or continuation of Eurocurrency Term SOFR Loans or EURIBOR Rate Loans or BA Rate Loans a proposed Borrowing or conversion to Daily Simple SOFR Loans, in each case, does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or or, if applicable, a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Term SOFR Loan or BA EURIBOR Rate Loan Loans is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest PeriodPeriod or any Daily Simple SOFR Loan is prepaid on a date that is not such Loan’s applicable payment date, (iii) as a consequence of a required conversion of (A) a Eurocurrency Rate Term SOFR Loan to a Daily Simple SOFR Loan or BA a Base Rate Loan, as applicable, or (B) a Daily Simple SOFR Loan to a Base Rate Loan or Canadian Base Rate LoansLoan, as applicablein each case, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Term SOFR Loans, Daily Simple SOFR Loans or EURIBOR Rate Loans or BA Rate Loans pursuant to a request when required by the applicable Borrower pursuant to Section 2.17terms hereof. In the case of a Eurocurrency Rate Loan, The Revolving Credit Lender making demand for such loss, cost or expense to any Lender AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION compensation shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event deliver to the last day of the then current Interest Period therefor (or, in the case of Borrower concurrently with such demand a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and written statement setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner basis for the amount so determined as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to such Revolving Credit Lender, absent manifest error. The Borrower’s obligations under this Section 2.14(e) (Breakage Costs) shall survive payment in which such amount full of the Obligations or amounts was determinedthe termination of this Agreement.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each hereby acknowledges and agrees that Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losseswill incur additional costs, expenses and and/or liabilities (including any loss which may include interest or expense incurred by reason of fees from the liquidation or reemployment of deposits or other funds acquired obtained by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of make the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not terminate the last day of the applicable Interest Period, (iiideposits from which such funds were obtained) as a consequence of (a) any default by Borrower in payment of the principal of or interest on a required LIBOR Rate Loan, (b) any Prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on a day that is not a Payment Date, or (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a Eurocurrency Rate Loan or BA LIBOR Rate Loan to a Base Prime Rate Loan or Canadian Base Rate Loanson a date other than the Payment Date and that it is extremely difficult and impractical to ascertain the extent of such costs and liabilities. Therefore, as applicable, as a result upon the occurrence of any of the events indicated described in clause the foregoing clauses (d) above or a), (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant b), and (c), Borrower shall pay to a request by Lender, in addition to all interest, principal and other amounts due under this Agreement and the applicable Borrower pursuant other Loan Documents, an amount equal to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of difference between (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Outstanding Principal Balance for the period from the date remainder of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period at the Applicable Interest Rate then in effect for such Loan)Interest Period, over less (ii) the amount of interest which that would accrue on such principal amount the Outstanding Principal Balance for such period at the interest rate which such Lender would bid remainder of the Interest Period if the Applicable Interest Rate were it to bid, at set on the commencement date any of such period, for dollar deposits of a comparable amount and period from other banks the events described in the eurodollar marketforegoing clauses (a), (b) or (c) occurred (collectively, “Breakage Costs”). For the purpose of calculating amounts payable to a Lender under this subsectionBORROWER ACKNOWLEDGES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE ACTUAL DAMAGES OF LENDER RESULTING FROM ANY PREPAYMENT OF A LIBOR RATE LOAN ON ANY DATE OTHER THAN A PAYMENT DATE, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedAND SUCH BREAKAGE COSTS ARE A REASONABLE ESTIMATE OF THOSE DAMAGES AND DOES NOT CONSTITUTE A PENALTY.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each The Borrower shall compensate each Lender that has made a Loan pay to such Borrowerthe Administrative Agent for the account of the applicable Lender, upon written the request in accordance with this paragraph (e)of any Lender or the Administrative Agent on each date on which a prepayment is made, such amount or amounts as shall, without duplication, compensate such Lender for all lossesany loss, expenses and liabilities (including any loss cost or expense (the “Breakage Costs”) incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain (as reasonably determined by such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result of (i) any assignment prepayment of an Advance which bears interest based on the CP Rate or the Adjusted Eurodollar Rate (and interest thereon) arising under this Agreement or the Support Facilities on a date other than a Payment Date, or (ii) any Eurocurrency Rate Loans failure of an Advance as to which a Funding Request shall have been delivered to be made on the Funding Date specified in such Funding Request for any reason, including the Borrower’s failure to satisfy the conditions to the making of such Advance set forth in Sections 2.1 or BA Rate Loans pursuant to 2.2(a) or Article III, but excluding a request default by a Lender in making its share of such Advance when required under the applicable Borrower pursuant to Section 2.17terms and conditions of this Agreement. In the case of a Eurocurrency Rate Loanan Advance bearing interest based on the Adjusted Eurodollar Rate, such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan Advance had such event not occurred, at the Eurocurrency Adjusted Eurodollar Rate that would have been applicable to such Loan Advance, for the period from the date of such event to the last day of the then current Interest Accrual Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest initial Accrual Period for such LoanAdvance), over (ii) the amount of interest Interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (whether or not any Advances by such Lender are in fact funded in the eurodollar market). For In the purpose case of calculating amounts payable an Advance bearing interest based on the CP Rate, such loss, cost or expense to a Lender under this subsection, each any Conduit Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to no event exceed the amount of interest which would have accrued on the principal amount of such Advance had such event not occurred, at the CP Rate that BA Rate Loan and having a maturity comparable would have been applicable to such Advance, for the period from the date of such event to the relevant BA Interest Period; providedlast day of the then current Accrual Period (or, in the case of a failure to borrow, for the period that each would have been the initial Accrual Period for such Advance). In the case of a prepayment, the determination by any Lender may fund each of its BA Rate Loans in the amount of any manner it sees fit, and the foregoing assumption such loss or expense shall be utilized only for set forth in a written notice to the calculation of amounts payable under this subsection. The applicable Borrower shall pay delivered by the applicable Lender prior to the amount shown as due on any certificate date of such prepayment in the case where notice of such prepayment is delivered to such Borrower and setting forth any amount Lender in accordance with Section 2.3(b) or amounts that within two (2) Business Days following such Lender prepayment in the case where no such notice is entitled to receive pursuant to this clause delivered (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which case, Breakage Costs shall include interest thereon from the date of such amount prepayment), or amounts was determinedin the case of a failure of an Advance to be made, within two (2) Business Days following the stated Funding Date for such Advance (in which case, Breakage Costs shall include interest thereon from such stated Funding Date), and shall be conclusive absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the The Borrowers pursuant to Section 2.11, each Borrower shall compensate hereby severally indemnify each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including against any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) incur as a consequence of (a) any event, other than a required conversion default by such Lender in the performance of a Eurocurrency its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any EurocurrencySOFR Loan or BBSY Rate Loan or BA Rate Loan prior to a Base Rate Loan or Canadian Base Rate Loansthe end of the Interest Period in effect therefor, as applicableincluding, without limitation, as a result of any prepayment, the acceleration of the events indicated maturity of the Obligations or for any other reason, (ii) the conversion of any EurocurrencySOFR Loan to an ABR Loan or U.S. Base Rate Loans or the conversion of the Interest Period with respect to any EurocurrencySOFR Loan or BBSY Rate Loan, in clause each case other than on the last day of the Interest Period in effect therefor, (diii) above any EurocurrencySOFR Loan, B/A Loan or BBSY Rate Loan to be made by such Lender (including any EurocurrencySOFR Loan, B/A Loan or BBSY Rate Loan to be made pursuant to a conversion or continuation under Section 2.10 or 2.22, as applicable) not being made after notice of such Loan shall have been given by a Borrower hereunder or (iv) other than with respect to any Defaulting Lender, any assignment of a EurocurrencySOFR Loan or BBSY Rate Loan is made other than on the last day of the Interest Period for such Loan as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Applicable Borrower pursuant to Section 2.172.20 (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of a Eurocurrency Rate Loanany Breakage Event, such lossloss shall include an amount equal to the excess, cost or expense to any Lender shall be deemed to be the amount as reasonably determined by such Lender to be the excess, if anyLender, of (i) its cost of obtaining funds for the amount of interest which would have accrued on EurocurrencySOFR Loan, B/A Loan or BBSY Rate Loan that is the principal amount subject of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Breakage Event for the period from the date of such event Breakage Event to the last day of the then current Interest Period therefor or Contract Period in effect (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period in effect) for such Loan), Loan over (ii) the amount of interest which would accrue on likely to be realized by such principal amount Xxxxxx in redeploying the funds released or not utilized by reason of such Breakage Event for such period at the interest rate which such period. A certificate of any Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or amounts that which such Lender is entitled to receive pursuant to this clause (e) Section 2.15 shall be delivered to the Applicable Borrower and the basis therefor Applicable Administrative Agent and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within ten (10) 10 days after its receipt thereof; provided such certificate sets forth in reasonable detail of the manner in which such amount or amounts was determined.same. SECTION 2.16

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such Borrowerand Synthetic Investor, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or Synthetic Investor to fund or maintain such Lender’s Eurocurrency Eurodollar Rate Loans Loan to the Borrower or BA Rate Loans to such Borrower Synthetic Investor’s Credit-Linked Deposit, but excluding any loss of the Applicable Rate Margin or other profit on the relevant Loans) that such Lender or Synthetic Investor may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into Borrowing or continuation of Eurocurrency Rate Loans of, or BA conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid prepaid by reason of an increase or prepaid (including pursuant to Section 2.09) reduction in Commitments on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or Section 2.14(d), (iv) as a result consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof, (v) as a consequence of the assignment of any Eurocurrency Eurodollar Rate Loans or BA Rate Loans pursuant to Loan other than on the last day of an Interest Period therefor as a result of a request by the applicable Borrower pursuant to Section 2.172.17 or Section 11.1(c) or (vi) if, for any reason, the Fronting Lender is required to make any payment in respect of any Credit-Linked Deposit or to reimburse any Synthetic Investor for any similar loss, expense or liability in respect of any Credit-Linked Deposit. In Without limiting the case foregoing, if any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Fronting Lender as provided herein shall be subsequently reimbursed to the Fronting Lender by the Borrower or any other Loan Party other than on the last day of a Eurocurrency Rate Loancalendar quarter, such loss, cost or expense to any the Fronting Lender shall be deemed to be invest the amount determined by so reimbursed in overnight or short-term cash equivalent investments until the end of such Lender calendar quarter and the Borrower shall pay to be the excessFronting Lender, upon the Fronting Lender’s request therefor, the amount, if any, by which the interest accrued on a like amount of (i) the Credit-Linked Deposits at the Eurodollar Rate for such calendar quarter shall exceed the interest earned through the investment of the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan so reimbursed for the period from the date of such event reimbursement through the end of such calendar quarter, as determined by the Fronting Lender (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the last day Borrower. If the Borrower shall fail to pay an amount due under the preceding sentence, the amount payable by the Fronting Lender to the Synthetic Investors on their Credit-Linked Deposits under Section 2.1(f) (The Commitments; Credit-Linked Deposit Amount) shall be correspondingly reduced and each Synthetic Investor shall without further act succeed, ratably in accordance with its Ratable Portion, to the rights of the then current Interest Period therefor (or, in the case of a failure Fronting Lender with respect to borrow, convert such amount. The Lender or continue, for the period that would have been the Interest Period Synthetic Investor making demand for such Loan)compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bidexpenses and liabilities, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender statement shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such Borrowerand Tranche B Investor, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or Tranche B Investor to fund or maintain such Lender’s Eurocurrency Eurodollar Rate Loans Loan to the Borrower or BA Rate Loans to such Borrower Tranche B Investors’ Credit-Linked Deposit, but excluding any loss of the Applicable Rate Margin or other profit on the relevant Loans) that such Lender or Tranche B Investor may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into Borrowing or continuation of Eurocurrency Rate Loans of, or BA conversion into, Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.09) 2.9 (Mandatory Prepayments), by reason of an increase or reduction in Commitments on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or above, (iv) as a result consequence of any assignment failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof or (v) if, for any reason, the Fronting Lender is required to make any payment in respect of any Eurocurrency Rate Loans Credit-Linked Deposit or BA Rate Loans pursuant to a request reimburse any Tranche B Investor for any similar loss, expense or liability in respect of any Credit-Linked Deposit. Without limiting the foregoing, if any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Fronting Lender as provided herein shall be subsequently reimbursed to the Fronting Lender by the applicable Borrower pursuant to Section 2.17. In or any other Loan Party other than on the case last day of a Eurocurrency Rate Loancalendar quarter, such loss, cost or expense to any the Fronting Lender shall be deemed to be invest the amount determined by so reimbursed in overnight or short-term cash equivalent investments until the end of such Lender calendar quarter and the Borrower shall pay to be the excessFronting Lender, upon the Fronting Lender’s request therefor, the amount, if any, by which the interest accrued on a like amount of (i) the Credit-Linked Deposits at the Eurodollar Rate for such calendar quarter shall exceed the interest earned through the investment of the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan so reimbursed for the period from the date of such event reimbursement through the end of such calendar quarter, as determined by the Fronting Lender (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the last day Borrower. If the Borrower shall fail to pay an amount due under the preceding sentence, the interest payable by the Fronting Lender to the Tranche B Investors on their Credit-Linked Deposits under Section 2.1(g) (The Commitments; Credit-Linked Deposit Amount) shall be correspondingly reduced and each Tranche B Investor shall without further act succeed, ratably in accordance with its Tranche B Ratable Portion, to the rights of the then current Interest Period therefor (or, in the case of a failure Fronting Lender with respect to borrow, convert such amount. The Lender or continue, for the period that would have been the Interest Period Tranche B Investor making demand for such Loan)compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bidexpenses and liabilities, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender statement shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.

Breakage Costs. In addition Borrower agrees to all amounts required indemnify Lender and to be paid by the Borrowers pursuant to Section 2.11, each Borrower shall compensate each hold Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including harmless from any loss or expense incurred which Lender directly sustains or incurs as a consequence of (A) any default by reason Borrower in payment of the liquidation principal of or reemployment of deposits interest on a LIBOR Loan, including, without limitation, any such loss or other funds acquired expense arising from interest or fees payable by such Lender to fund lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (B) any prepayment (whether voluntary or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss mandatory) of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur LIBOR Loan on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date day that is not the last day of the applicable Interest a Rate Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder, and (iiiC) as the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Loan from a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate LIBOR Loan to a Base Prime Rate Loan or Canadian Base Rate Loans, as applicable, as a result of with respect to any portion of the events indicated in clause (d) above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the outstanding principal amount of such the Loan had such event not occurred, then bearing interest at the Eurocurrency LIBOR Rate that would have been applicable to such Loan for the period from the on a date of such event to other than the last day of a Rate Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the then current Interest Period therefor amounts referred to in clauses (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such LoanA), over (iiB) and (C) are herein referred to collectively as the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period“Breakage Costs”); provided, that each however, Borrower shall not indemnify Lender may fund each from any loss or expense arising from Lender’s willful misconduct or gross negligence. This provision shall survive payment of its BA Rate Loans the Note in any manner it sees fit, full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. Notwithstanding the foregoing assumption or anything herein to the contrary, provided Borrower makes any prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan on the last day of a Rate Period, or if such date is not the last day of a Rate Period but such prepayment includes the payment of Short Interest, then no Breakage Costs shall be utilized only for the calculation of amounts due and payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to in connection with such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedprepayment.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11(a) If (i) any LIBOR Rate Advances are, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred except by reason of the liquidation requirements in Section 2.03(c), repaid in whole or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding in part on any loss of the Applicable Rate on the relevant Loans) that such Lender may sustain (i) if for any reason (date other than by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor Settlement Date (whether that repayment is given made pursuant to Section 2.12any other provision of this Agreement or any other Related Document or is the result of acceleration, by operation of law or otherwise); (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day Borrower shall default in payment when due of the applicable Interest Period, principal amount of or interest on any LIBOR Rate Advance; (iii) as a consequence the Borrower shall default in making any borrowing of a required conversion of a Eurocurrency LIBOR Rate Loan or BA Rate Loan Advances after the Borrower has given notice requesting the same in accordance herewith (including any failure to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result satisfy conditions precedent to the making of any of the events indicated in clause (d) above LIBOR Rate Advances); or (iv) as a result of the Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanAdvance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each applicable Lender or Program Support Provider from and against all losses, costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, “Breakage Costs”). Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to any Lender shall be deemed to be the amount determined by terminate deposits from which such Lender to be the excess, funds were obtained (if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to 744861979 10435078 have actually funded its relevant BA LIBOR Rate Loan Advance through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest PeriodAdvance; provided, provided that each such Lender may fund each of its BA LIBOR Rate Loans Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and all other amounts payable hereunder. The applicable Borrower shall pay the applicable determination by any Lender of the amount shown as due on of any certificate delivered such loss or expense shall be set forth in a written notice to such the Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail and shall be final, binding and conclusive on the manner in which such amount or amounts was determinedBorrower (absent manifest error) for all purposes.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers Borrower pursuant to Section 2.112.10 (Interest), each the Borrower shall compensate each Lender that has made a Loan to such BorrowerRevolving Credit Lender, upon written request in accordance with this paragraph (e)demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Revolving Credit Lender to fund or maintain such Revolving Credit Lender’s Eurocurrency Rate Loans or BA 's Eurodollar Rate Loans to such the Borrower but excluding any loss of the Applicable Rate Margin on the relevant Loans) that such Revolving Credit Lender may sustain (i) if for any reason (other than solely by reason of such FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Eurodollar Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above or (iv) as a result consequence of any assignment of any Eurocurrency failure by the Borrower to repay Eurodollar Rate Loans or BA Rate Loans pursuant to a request when required by the applicable terms hereof. The Revolving Credit Lender making demand for such compensation shall deliver to the Borrower pursuant concurrently with such demand a written statement as to Section 2.17. In the case of a Eurocurrency Rate Loansuch losses, such lossexpenses and liabilities, cost or expense to any Lender and this statement shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedRevolving Credit Lender, absent manifest error.

Breakage Costs. In addition To induce Lenders to all amounts required to be paid by provide the Borrowers pursuant to Section 2.11, each Borrower shall compensate each Lender that has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency LIBOR Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate -------------- option on the relevant Loans) that such Lender may sustain terms provided herein, if (i) if for any reason LIBOR Rate Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other than Loan Document or is the result of acceleration, by reason operation of such Lender being a Non-Funding Lenderlaw or otherwise); (ii) a proposed BorrowingBorrower shall default in payment when due of the principal amount of or interest on any LIBOR Rate Loan; (iii) Borrower shall default in making any borrowing of, conversion into or continuation of Eurocurrency LIBOR Rate Loans or BA Rate Loans does not occur on a date specified therefor after Borrower has given notice requesting the same in a Borrowing Request or a Interest Election Request given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.12, (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to Section 2.09) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (d) above accordance herewith; or (iv) as a result of Borrower shall fail to make any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17. In the case prepayment of a Eurocurrency LIBOR Rate LoanLoan after Borrower has given a notice thereof in accordance herewith, such lossBorrower shall indemnify and hold harmless each Lender from and against all losses, cost costs and expenses resulting from or arising from any of the foregoing. Such indemnification shall include any loss (including loss of margin) or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan for the period arising from the date reemployment of such event funds obtained by it or from fees payable to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate terminate deposits from which such Lender would bid funds were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar marketobtained. For the purpose of calculating amounts payable to a Lender under this subsectionparagraph 5, each Lender shall be deemed to have actually funded its relevant BA LIBOR Rate Loan through the purchase of a deposit bearing interest at the BA LIBOR Rate in an amount equal to the amount of that BA LIBOR Rate Loan and having a maturity comparable to the relevant BA Interest LIBOR Period; provided, however, that each Lender may fund each of its BA -------- ------- LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsectionparagraph 5. The applicable This covenant shall survive the termination of this Agreement and the payment of the Notes and all other Obligations payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower shall pay the applicable Lender the amount shown as due on any certificate delivered to such Borrower and setting forth any amount or with its written calculation of all amounts that such Lender is entitled to receive payable pursuant to this clause (e) and paragraph 5, and, absent manifest error, such calculation shall be binding on the basis therefor parties hereto unless Borrower shall object in writing within ten (10) days after Business Days of receipt thereof; provided , specifying the basis for such certificate sets forth objection in reasonable detail the manner in which such amount or amounts was determineddetail.

Breakage Costs. In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.112.10 (Interest), each the applicable Borrower shall compensate each Lender that has made a Loan to such BorrowerLender, promptly upon written request in accordance with this paragraph (e)request, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s 's Eurocurrency Rate Loans or BA Rate Loans to such Borrower but excluding any loss of the Applicable Rate on the relevant LoansBorrowers) that such Lender may sustain (i) if for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Interest Election Request Notice of Conversion or Continuation given by a Borrower or in a telephonic request by it a Borrower for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.122.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including mandatorily pursuant to Section 2.092.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, Period or (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan or BA Rate Loan to a Base Rate Loan or Canadian Base Rate Loans, as applicable, as a result of any of the events indicated in clause (db) above or (ivc) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by the applicable Borrower pursuant to Section 2.17above. In the case of a Eurocurrency Rate Loan, such Such loss, cost or expense to any Lender shall be deemed to be the include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Loan Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of applicable Eurocurrency Rate for such period. The Lender making demand for such compensation shall deliver to the Company concurrently with such demand a certificate which includes calculations in reasonable detail as to such losses, for dollar deposits of a comparable amount expenses and period from other banks in the eurodollar market. For the purpose of calculating amounts payable to a Lender under liabilities, and this subsection, each Lender statement shall be deemed to have actually funded its relevant BA Rate Loan through the purchase of a deposit bearing interest at the BA Rate in an amount equal conclusive as to the amount of that BA Rate Loan and having a maturity comparable to the relevant BA Interest Period; provided, that each Lender may fund each of its BA Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. The applicable Borrower shall pay the applicable Lender the amount shown as compensation due on any certificate delivered to such Borrower and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such certificate sets forth in reasonable detail the manner in which such amount or amounts was determinedLender, absent manifest error.