Common use of Breakage Costs Clause in Contracts

Breakage Costs. Each Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of (a) each Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans on a day that is not the last day of an Interest Period with respect thereto or (d) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for any payment made by it under a Letter of Credit. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this Section 4.4 submitted by such Lender to each Borrower through the Administrative Agent shall be conclusive absent manifest error.

Breakage Costs. Each In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11, each Borrower agrees to indemnify shall compensate each Lender on demand forthat has made a Loan to such Borrower, upon written request in accordance with this paragraph (e), for all losses, expenses and to hold each Lender harmless from, liabilities (including any Tax, 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 incur as continuation of Eurocurrency Rate Loans or BA Rate Loans does not occur on a consequence of (a) each Borrower’s failure date specified therefor in a Borrowing Request or 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 borrow or continue any Loan after requesting the sameSection 2.12, (bii) each Borrower’s failure if for any reason any Eurocurrency Rate Loan or BA Rate Loan is repaid or prepaid (including pursuant to make any prepayment of Loans after such Borrower has given a notice thereof, (cSection 2.09) the making of a prepayment of Loans on a day date that is not the last day of an the applicable Interest Period with respect thereto 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) receipt above or (iv) as a result of any assignment of any Eurocurrency Rate Loans or BA Rate Loans pursuant to a request by an LC Participant the applicable Borrower pursuant to Section 2.4(e) 2.17. In the case of its Pro Rata Share of a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to be the amount necessary determined by such Lender to reimburse the LC Issuer in full for any payment made by it under a Letter of Credit. Such indemnification may include an amount equal to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount so prepaidof such Loan had such event not occurred, or not so borrowed or continued, at the Eurocurrency Rate that would have been applicable to such Loan for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excludingLoan), however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by which would accrue on such Lender) that would have accrued to principal amount for such period at the interest rate which such Lender on would bid were it to bid, at the commencement of such amount by placing such amount on deposit period, for dollar deposits of a comparable amount and period with leading from other banks in the London interbank eurodollar market. A certificate as to any For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant 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 Section 4.4 submitted by clause (e) and the basis therefor within ten (10) days after receipt thereof; provided such Lender to each Borrower through certificate sets forth in reasonable detail the Administrative Agent shall be conclusive absent manifest errormanner in which such amount or amounts was determined.

Breakage Costs. Each Borrower agrees In addition to indemnify all amounts required to be paid by the Borrowers pursuant to Section 2.7, the Borrowers shall compensate each Lender on Lender, at the time specified herein, or if no such time is specified, within ten Business Days of written demand for(with a copy of such demand to the Loan Agent), for all net losses, expenses and to hold each Lender harmless from, liabilities (including any Tax, loss or expense that 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 sustain have entered into to fund or incur maintain or support such Lender's portion of the Loan, including any net loss of interest but excluding any other lost profit or any Taxes based on the overall net income of such Lender) which such Lender actually sustains as a consequence of (ai) each any proposed Borrowing not occurring on a date specified therefor in any Notice of Borrowing given by any Borrower’s failure to borrow or continue any Loan after requesting the same, (bii) each Borrower’s failure any portion of the Loans being prepaid (including, subject to make any prepayment of Loans after such Borrower has given a notice thereofSection 2.6(c), (cmandatorily pursuant to Section 2.6 or this Section 2.10) the making of a prepayment of Loans on a day that date which is not the last day of an the applicable Interest Period with respect thereto Period, or (diii) receipt any failure by an LC Participant pursuant any Borrower to repay any portion of the Loans when required by the terms hereof (after giving effect to any grace periods). Any written demand by a Lender under this Section 2.4(e2.10(e) of its Pro Rata Share shall be accompanied by a certificate setting forth the basis for such demand and a calculation of the amount necessary to reimburse the LC Issuer thereof in full for any payment made by it under a Letter of Credit. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined reasonable detail by such Lender. Such a certificate submitted to the Borrowers and the Loan Agent by a Lender shall be presumptively correct absent manifest error. Amounts paid under this Section 2.10(e) that would have accrued shall be paid to such Lender on such amount by placing such amount on deposit the Loan Agent for a comparable period with leading banks in the London interbank marketaccount of the applicable Lender. A certificate as Notwithstanding the provisions of this paragraph, the Borrowers shall not be obligated to pay any amounts payable pursuant to this Section 4.4 submitted by paragraph for periods occurring prior to the 60th day before the giving of such Lender certificate, provided that if the circumstances giving rise to each Borrower through the Administrative Agent such claim have a retroactive effect then such 60 day period shall be conclusive absent manifest errorextended to then include such period of retroactive effect.

Breakage Costs. Each The Borrower agrees shall pay, in accordance with the Priority of Payments, to indemnify the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender on demand forfor any loss, and to hold each Lender harmless from, any Tax, loss cost or expense that (the “Breakage Costs”) incurred by such Lender may sustain or incur (as reasonably documented by such Lender and delivered to the Borrower) as a consequence result of (ai) each any 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 failure to repay or 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 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 borrow or continue any Loan after requesting satisfy the same, (b) each Borrower’s failure conditions to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a prepayment default by any Lender in making its share of Loans on such Advance when required under the terms and conditions of this Agreement and (B) a day that is not the last day failure of an Interest Period Advance (or the applicable portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with respect thereto or (dSection 2.1(c) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of no later than 5:00 p.m. on the amount necessary to reimburse second Business Day immediately preceding the LC Issuer in full for any payment made by it under a Letter of CreditFunding Date. Such indemnification may Breakage Costs to any Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount so prepaidof such Advance had such event not occurred, or not so borrowed or continuedat the Interest Rate that would have been applicable to such Advance, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such Interest the then current Accrual Period (or, in the case of a failure to borrow or continueborrow, for the Interest Period period that would have commenced on been the date of such failure) in each case at the applicable rate of interest initial Accrual Period for such Loans provided for herein (excludingAdvance), however, the Applicable Margin included therein, if any) 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 (as reasonably determined whether or not any Advances by such Lender) that would have accrued Lender are in fact funded in the eurodollar market). The determination by any Lender of the amount of any such Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer and the Documentation 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 on in accordance with Section 2.3 or within two (2) Business Days following such amount by placing such amount on deposit for a comparable period with leading banks prepayment in the London interbank market. A certificate as case where no such notice is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to any amounts payable pursuant to this Section 4.4 submitted by be made, within two (2) Business Days following the stated Funding Date for such Lender to each Borrower through the Administrative Agent Advance (in which case, Breakage Costs shall include interest thereon from such stated Funding Date), and shall be conclusive absent manifest error.

Breakage Costs. Each Borrower agrees The Borrowers severally agree to indemnify each Lender on demand for, for and to hold each Lender harmless from, from any Tax, loss or expense that such Lender may sustain reasonably sustains or incur incurs as a consequence of (a) each Borrower’s failure to borrow default by the Borrowers in making a borrowing of, conversion into or continue any Loan continuation of Eurodollar Rate Loans after the Borrowers have given a notice requesting the samesame in accordance with the provisions of this Agreement, (b) each Borrower’s failure to make default by the Borrowers in making any prepayment of Loans after such Borrower has the Borrowers have given a notice thereof, thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Eurodollar Rate Loans on a day that is not the last day of an Interest Period with respect thereto or (d) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for any payment made by it under a Letter of Creditthereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaidprepaid or converted, or not so borrowed borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 4.4 3.07 submitted to the Borrowers by such any Lender to each Borrower through the Administrative Agent shall be conclusive absent in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Breakage Costs. Each In the event that the Borrower agrees prepays (either voluntarily, pursuant to indemnify each Section 2.4, or as may be required by the Lenders as a result of an Event of Default, pursuant to Article 8 or for any other reason, or by an Eligible Assignee to a Lender on demand for, upon an assignment of rights and obligations under this Agreement pursuant to hold each Lender harmless fromSection 11.5), any Tax, loss or expense that such Lender may sustain or incur as a consequence portion of the principal amount of the Term Loan on any day prior to the Maturity Date (a) other than in each Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans case on a day that is not the last day of an Interest Period with respect thereto or (d) receipt by an LC Participant after giving timely notice of such prepayment pursuant to Section 2.4(e) 2.4(a)), the Borrower shall, upon demand by such Lender (with a copy of its Pro Rata Share such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for all losses, costs or expenses that such Lender may reasonably incur in connection with such prepayment, including without limitation, any and all losses, costs or expenses incurred by reason of the amount necessary to reimburse the LC Issuer in full for any payment made by it under a Letter liquidation or reemployment of Credit. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, deposits or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this Section 4.4 submitted other funds acquired by such Lender to each Borrower through maintain the Administrative Agent Term Loan for the remaining portion of the Interest Period, but excluding loss of anticipated profits. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section 11.2 and delivered to the Borrower, shall be conclusive 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 two (2) Business Days after receipt of such certificate or, if later, on the 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 shown as due on such certificate shall be immediately due and payable by the Borrower on the date the Borrower receives such certificate.

Breakage Costs. Each Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of If the Issuer (a) each Borrower’s failure pays any principal of any Advance other than on a Distribution Date (whether in connection with a permitted Class A-2 Prepayment of Advances, due to borrow acceleration or continue any Loan after requesting the same, otherwise) or (b) fails to effect a Draw on the scheduled date therefor after having submitted a Draw Request to the Class A-2 Agent in accordance with Section 2.03 (each Borrower’s failure to make any such prepayment of Loans after such Borrower has given or failed Draw, a notice thereof“Break Funding Event”), (c) then the making of a prepayment of Loans on a day that is not the last day of an Interest Period with respect thereto or (d) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full shall compensate each affected Holder for any payment made loss (excluding loss of profits), cost and expense incurred by it under such Holder as a Letter result of Creditsuch Break Funding Event. Such indemnification may include The loss to any Holder attributable to any such Break Funding Event shall be deemed to be an amount determined by such Class A-2 Holder to be equal to the excess, excess (if any, ) of (i) such Holder’s cost of funding the principal amount of interest that would have accrued on the amount so prepaid, such prepayment or not so borrowed reduction (or continuedfailed Draw), for the period from the date of such prepayment or of such failure Break Funding Event to borrow or continue to but excluding the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) next Distribution Date over (ii) the amount of interest (as reasonably determined obtainable by such LenderHolder upon the redeployment of an amount of funds equal to the amount of such prepayment or reduction (or failed Draw) that would have accrued for the period from the date of such Break Funding Event to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in but excluding the London interbank marketnext Distribution Date. A certificate as of any Holder setting forth any amount or amounts that such Holder is entitled to any amounts payable receive pursuant to this Section 4.4 submitted by Section, and the calculation of such Lender amount or amounts, shall be delivered to each Borrower through the Administrative Issuer, the Servicer, the Trustee and the Class A-2 Agent and shall be conclusive absent manifest error. The Issuer shall pay such Holder the amount shown as due on any such certificate on the Distribution Date following the Due Period in which such certificate is received by the Servicer and Trustee.

Breakage Costs. Each The Borrower agrees shall pay, in accordance with the Priority of Payments, to indemnify the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender on demand forfor any loss, and to hold each Lender harmless from, any Tax, loss cost or expense that (excluding administrative costs) (the “Breakage Costs”) incurred by such Lender may sustain or incur (as reasonably documented by such Lender and delivered to the Borrower) as a consequence result of (ai) each any 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 failure to repay or 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 Funding Request shall have been delivered to be made on the Funding Date specified in -12- such Funding Request for any reason, including the Borrower’s failure to borrow or continue any Loan after requesting satisfy the same, (b) each Borrower’s failure conditions to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a prepayment default by any Lender in making its share of Loans on such Advance when required under the terms and conditions of this Agreement and (B) a day that is not the last day failure of an Interest Period Advance (or the applicable portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with respect thereto or (dSection 2.1(c) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of no later than 5:00 p.m. on the amount necessary to reimburse second Business Day immediately preceding the LC Issuer in full for any payment made by it under a Letter of CreditFunding Date. Such indemnification may Breakage Costs to any Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount so prepaidof such Advance had such event not occurred, or not so borrowed or continuedat the Interest Rate that would have been applicable to such Advance, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such Interest the then current Accrual Period (or, in the case of a failure to borrow or continueborrow, for the Interest Period period that would have commenced on been the date of such failure) in each case at the applicable rate of interest initial Accrual Period for such Loans provided for herein (excludingAdvance), however, the Applicable Margin included therein, if any) 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 (as reasonably determined whether or not any Advances by such Lender) that would have accrued Lender are in fact funded in the eurodollar market). The determination by any Lender of the amount of any such Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer and the Documentation 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 on in accordance with Section 2.3 or within two (2) Business Days following such amount by placing such amount on deposit for a comparable period with leading banks prepayment in the London interbank market. A certificate as case where no such notice is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to any amounts payable pursuant to this Section 4.4 submitted by be made, within two (2) Business Days following the stated Funding Date for such Lender to each Borrower through the Administrative Agent Advance (in which case, Breakage Costs shall include interest thereon from such stated Funding Date), and shall be conclusive absent manifest error.

Breakage Costs. Each The Borrower agrees shall pay, in accordance with the Priority of Payments, to indemnify each the Administrative Agent, for payment to any applicable Lender on demand forupon the request of any Lender or Facility Agent such amount or amounts as shall, and to hold each without duplication, compensate such Lender harmless fromfor any reasonable loss, any Tax, loss cost or expense that (the “Breakage Costs”) incurred by such Lender may sustain or incur as a consequence result of (ai) each any prepayment of an Advance on a date other than a Settlement Date, (ii) any failure to repay or prepay an Advance on a Settlement Date that (x) is required to be paid or (y) the Borrower has elected to prepay on such Settlement Date, or (iii) any failure on the part of the Borrower to accept or take an Advance as to which a Borrowing Notice shall have been delivered to be made on the Borrowing Date specified in such Borrowing Notice for any reason, including the Borrower’s failure to borrow or continue any Loan after requesting satisfy the same, (b) each Borrower’s failure conditions to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of such Advance set forth in Section 2.01 or Article III, but excluding a prepayment default by any Lender in making its portion of Loans on a day that is not such Advance when required under the last day terms and conditions of an Interest Period with respect thereto or (d) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for any payment made by it under a Letter of Creditthis Agreement. Such indemnification may Breakage Costs to any Lender shall be deemed to include (x) an amount equal determined by such Lender to be the cost of breaking any interest rate or currency hedging arrangement related to such Advance and (y) in the case of Advances bearing interest computed by reference to the LIBO Rate, an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the outstanding principal amount so prepaidof such Advance had such event not occurred, or not so borrowed or continuedat the Interest Rate that would have been applicable to such Advance, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such Interest the then current Accrual Period (or, in the case of a failure to borrow or continueborrow, for the Interest Period period that would have commenced on been the date of such failure) in each case at the applicable rate of interest initial Accrual Period for such Loans provided for herein (excludingAdvance), however, the Applicable Margin included therein, if any) over (ii) the amount of Interest which would accrue on such outstanding 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 (as reasonably determined whether or not any Advances by such Lender) that would have accrued Lender are in fact funded in the eurodollar market). The determination by any Lender of the amount of Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer 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 on in accordance with Section 2.02 or within two (2) Business Days following such amount by placing such amount on deposit for a comparable period with leading banks prepayment in the London interbank market. A certificate as case where no such notice is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to any amounts payable pursuant to this Section 4.4 submitted by be made, within two (2) Business Days following the stated Borrowing Date for such Lender to each Borrower through the Administrative Agent Advance (in which case, Breakage Costs shall include interest thereon from such stated Borrowing Date), and shall be conclusive absent manifest error.

Breakage Costs. Each The Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of (a) each the Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each the Borrower’s failure to make any prepayment of Loans after such the Borrower has given a notice thereof, thereof or (c) the making of a prepayment of Loans on a day that is not the last day of an Interest Period with respect thereto or (d) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for any payment made by it under a Letter of Creditthereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this Section 4.4 3.4 submitted by such Lender to each the Borrower through the Administrative Agent shall be conclusive absent manifest error.

Breakage Costs. Each The Borrower agrees shall pay, in accordance with the Priority of Payments, to indemnify the Paying Agent, for payment to any applicable Lender upon the request of any Lender or Managing Agent on each date on which a prepayment is made in accordance with the Priority of Payments, such amount or amounts as shall, without duplication, compensate such Lender on demand forfor any loss, and to hold each Lender harmless from, any Tax, loss cost or expense that (excluding administrative costs) (the “Breakage Costs”) incurred by such Lender may sustain or incur (as reasonably documented by such Lender and delivered to the Borrower) as a consequence result of (ai) each any 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 failure to repay or 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 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 borrow or continue any Loan after requesting satisfy the same, (b) each Borrower’s failure conditions to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of such Advance set forth in Section 2.1 or 2.2 or Article III, but excluding (A) a prepayment default by any Lender in making its share of Loans on such Advance when required under the terms and conditions of this Agreement and (B) a day that is not the last day failure of an Interest Period Advance (or the applicable portion thereof) designated to fund one or more Pre-Positioned Loans to be made on the Funding Date specified in the applicable Funding Request to the extent such Funding Request shall have been amended or revoked in accordance with respect thereto or (dSection 2.1(c) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of no later than 5:00 p.m. on the amount necessary to reimburse second Business Day immediately {B2297203; 11} - 12 - preceding the LC Issuer in full for any payment made by it under a Letter of CreditFunding Date. Such indemnification may Breakage Costs to any Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount so prepaidof such Advance had such event not occurred, or not so borrowed or continuedat the Interest Rate that would have been applicable to such Advance, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such Interest the then current Accrual Period (or, in the case of a failure to borrow or continueborrow, for the Interest Period period that would have commenced on been the date of such failure) in each case at the applicable rate of interest initial Accrual Period for such Loans provided for herein (excludingAdvance), however, the Applicable Margin included therein, if any) 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 (as reasonably determined whether or not any Advances by such Lender) that would have accrued Lender are in fact funded in the eurodollar market). The determination by any Lender of the amount of any such Breakage Costs shall be set forth in a written notice to the Borrower, the Servicer and the Documentation 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 on in accordance with Section 2.3 or within two (2) Business Days following such amount by placing such amount on deposit for a comparable period with leading banks prepayment in the London interbank market. A certificate as case where no such notice is delivered (in which case, Breakage Costs shall include interest thereon from the date of such prepayment), or in the case of a failure of an Advance to any amounts payable pursuant to this Section 4.4 submitted by be made, within two (2) Business Days following the stated Funding Date for such Lender to each Borrower through the Administrative Agent Advance (in which case, Breakage Costs shall include interest thereon from such stated Funding Date), and shall be conclusive absent manifest error.

Breakage Costs. Each The Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence of (a) each the Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each the Borrower’s failure to make any prepayment of Loans after such the Borrower has given a notice thereof, thereof or (c) the making of a prepayment of Loans on a day that is not the last day of an Interest Period with respect thereto or (d) receipt by an LC Participant pursuant to Section 2.4(e) of its Pro Rata Share of the amount necessary to reimburse the LC Issuer in full for any payment made by it under a Letter of Creditthereto. Such indemnification may include an amount equal to the excess, if any, of (i) the NYI-4016648v10 amount of interest that would have accrued on the amount so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this Section 4.4 3.4 submitted to the Borrower by such Lender to each Borrower through the Administrative Agent shall be conclusive absent and binding for all purposes in the absence of manifest error.

Breakage Costs. Each Borrower agrees to indemnify each Lender on demand for, and to hold each Lender harmless from, any Tax, loss or expense that such Lender may sustain or incur as a consequence In the event of (a) each Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given a notice thereof, (ci) the making payment of a prepayment any principal of Loans any Eurodollar Loan other than on a day that is not the last day of an Interest Period with respect applicable thereto (including as a result of an Event of Default), (ii) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto, or (div) receipt the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by an LC Participant the Borrower pursuant to Section 2.4(e) 2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of its Pro Rata Share of the amount necessary a Eurodollar Loan, such loss, cost or expense to reimburse the LC Issuer in full for any payment made by it under a Letter of Credit. Such indemnification may Lender shall be deemed to include an amount equal determined by such Lender to be the excess, if any, of (iA) the amount of interest that would have accrued on the principal amount so prepaidof such Loan had such event not occurred, or not so borrowed or continuedat the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such prepayment or of such failure to borrow or continue event to the last day of such the then current Interest Period therefor (or, in the case of a failure to borrow borrow, convert or continue, for the period that would have been the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excludingLoan), however, the Applicable Margin included therein, if any) over (iiB) the amount of interest (as reasonably determined by such Lender) that would have accrued to accrue on such principal amount for such period at the interest rate that such Lender on would bid, were it to bid, at the commencement of such amount by placing such amount on deposit period, for dollar deposits of a comparable amount and period with leading from other banks in the London interbank Eurodollar market. A certificate as of any Lender setting forth any amount or amounts that such Lender is entitled to any amounts payable receive pursuant to this Section 4.4 submitted by such Lender 2.14 shall be delivered to each the Borrower through the Administrative Agent and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Breakage Costs. Each In addition to all amounts required to be paid by the Borrower agrees pursuant to indemnify Section 2.5 but without duplication of any amounts payable under Section 2.9(f), the Borrower shall compensate each Lender on demand forupon demand, for all losses, expenses and to hold each Lender harmless from, liabilities (including any Tax, 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 portion of the Loan, but excluding Taxes) which that such Lender may sustain (i) subject to the Borrower's right to utilize the Prepayment Breakage Avoidance Procedure, if for any reason any portion of the Loan is prepaid (including mandatorily pursuant to Section 2.5 or incur as a consequence of (athis Section 2.9) each Borrower’s failure to borrow or continue any Loan after requesting the same, (b) each Borrower’s failure to make any prepayment of Loans after such Borrower has given a notice thereof, (c) the making of a prepayment of Loans on a day that date which is not the last day of an the applicable Interest Period with respect thereto or (dii) receipt as a consequence of any failure by an LC Participant pursuant a Borrower to Section 2.4(e) of its Pro Rata Share repay any portion of the Loan when required by the terms hereof. The Lender making demand for such compensation shall deliver to the Borrower (with a copy to the Agent, the Board and the Loan Administrator) concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount necessary of compensation due to reimburse that Lender absent manifest error, and such compensation shall be paid to the LC Issuer in full Agent for any payment made by it under a Letter the account of Creditsuch Lender. Such indemnification may include compensation shall not exceed an amount equal to the excess, if any, of (iA) the amount of interest that would have accrued on the amount so prepaid, prepaid or not so borrowed or continued, repaid for the period from the date of such prepayment or of such failure to borrow or continue repayment to the last day of such the then applicable Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans Loan provided for herein (excluding, however, the Applicable Margin included therein, if any) in this Agreement over (iiB) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A certificate as LIBOR market (it being understood that the Borrower shall not be required to indemnify any amounts payable pursuant Lender for lost profits other than to this Section 4.4 submitted by such Lender to each Borrower through the Administrative Agent shall be conclusive absent manifest errorextent included in clause (A) above).