Common use of Funding Breakage Clause in Contracts

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period).

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Treasury Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers Borrower to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Treasury Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period). Such Funding Breakage Indemnity shall be due and payable on demand, and each Lender shall, upon making such demand, notify the Agent of the amount so demanded. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Lender an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Base Rate Option (calculated on the basis of a year of 365 days and actual days elapsed). The amount payable to each Lender under this Section 2.13(b) shall be determined in good faith by such Lender, and such determination shall be conclusive.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers applicable Borrower shall pay each Lender Bank an amount ("Funding Breakage Indemnity") determined by such Lender Bank as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender Bank which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Treasury Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers such Borrower to such Lender Bank shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Treasury Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period). Such Funding Breakage Indemnity shall be due and payable on demand, and each Bank shall, upon making such demand, notify the Agent of the amount so demanded. In addition, such Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Bank an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Alternate Base Rate Option applicable to Loans (calculated on the basis of a year of 360 days and actual days elapsed). The amount payable to each Bank under this Section 2.10(b) shall be determined in good faith by such Bank, and such determination shall be conclusive.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent event that for any reason (i) the Borrower fails to borrow, convert or renew any part of any Loan which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the date Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, being referred to as the "Funding Breakage Date")case may be, from and including the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by date on which such Lender as follows: (i) firstborrowing, calculate the following amount: (A) the principal amount conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment of the Loans owing to such Lender which so became becomes due, or on which was such part of such Funding Segment is so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding PeriodPeriod applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure)., in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender ▇▇▇▇▇▇ as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Euro-Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers Borrower to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Euro-Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period). Such Funding Breakage Indemnity shall be due and payable on demand, and each Lender shall, upon making such demand, notify the Agent of the amount so demanded. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Lender an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Base Rate Option applicable to Revolving Credit Loans (calculated on the basis of a year of 365/366 days and actual days elapsed). The amount payable to each Lender under this Section 2.11(b) shall be determined in good faith by such Lender, and such determination shall be conclusive.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Revolving Credit Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate the Base Rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Euro-Rate Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each the Lender an amount ("Funding Breakage Indemnity") determined by such the Lender as follows: (i) first, calculate by calculating the following amount: (A) the principal amount of such Funding Segment of the Revolving Credit Loans owing to such the Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding market LIBID Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the . Such Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be due and payable on demand. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to the Lender an additional amount equal to the present value as of interest on such Funding Breakage Indemnity from the Funding Breakage Date (discounted to but not including such due date at the Applicable Funding Base Rate as of such Funding Breakage Date, and Option (calculated on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed). The amount payable to the Lender under this Section 2.10(b) of shall be determined in good faith by the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of Lender, and such present value calculation to determination shall be payable on the last day of the corresponding Funding Period)conclusive absent manifest error.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent event that for any reason (i) the Borrower fails to borrow, convert or renew any Loan hereunder which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion, or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period Period, the Borrower shall indemnify each Lender on demand against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the date such aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, being referred from and including the date on which such borrowing, conversion or renewal would have been made pursuant to as the "Funding Breakage Date")such notice, the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by or on which such Lender as follows: (i) first, calculate the following amount: (A) the principal amount part of such Funding Segment of the Loans owing to such Lender which so became becomes due, or on which was so such part of such Funding Segment is paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding PeriodPeriod applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein, over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the interbank market. A certificate by a Lender as to any amount that such Lender is entitled to receive pursuant to this Section 2.9(b) shall be conclusive (absent manifest error) if made in good faith.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate the Base Rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Euro-Rate Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each the Lender an amount ("Funding Breakage Indemnity") determined by such the Lender as follows: (i) first, calculate by calculating the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such the Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding market LIBID Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the . Such Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be due and payable on demand. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to the Lender an additional amount equal to the present value as of interest on such Funding Breakage Indemnity from the Funding Breakage Date (discounted to but not including such due date at the Applicable Funding Base Rate as of such Funding Breakage Date, and Option (calculated on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed). The amount payable to the Lender under this Section 2.10(b) of shall be determined in good faith by the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of Lender, and such present value calculation to determination shall be payable on the last day of the corresponding Funding Period)conclusive absent manifest error.

Funding Breakage. In addition If (i) any Borrower fails to all other amounts payable hereunderborrow, if and convert or renew any Loan hereunder which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, after notice requesting such borrowing, conversion or renewal has been given by such Borrower (whether such failure results from failure to the extent for any reason satisfy applicable conditions to such borrowing, conversion, or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period Period, such Borrower shall indemnify the Banks on demand against any loss, liability, cost or expense of any kind or nature which the Banks may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (i) the date such aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, being referred from and including the date on which such borrowing, conversion or renewal would have been made pursuant to as the "Funding Breakage Date")such notice, the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by or on which such Lender as follows: (i) first, calculate the following amount: (A) the principal amount part of such Funding Segment of the Loans owing to such Lender which so became becomes due, or on which was such part of such Funding Segment is so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding PeriodPeriod applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure) in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any)., over (ii) the aggregate amount of interest (as determined in good faith by the Administrative Agent with reference to the applicable Telerate

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate the Base Rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date (less any Applicable Margin) minus the Applicable Funding Treasury Rate as of the Funding Breakage DateDate (but not less than zero), times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360;; and (ii) then, the Funding Breakage Indemnity to be paid by the Borrowers Borrower to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Treasury Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period). Such Funding Breakage Indemnity shall be due and payable upon demand, and each Lender shall, upon making such demand, notify the Agent of the amount so demanded. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Lender an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Base Rate Option (calculated on the basis of a year of 360 days and actual days elapsed). The amount payable to each Lender under this Section 2.9(b) shall be determined in good faith by such Lender, and such determination shall be conclusive absent manifest error.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent event that for any reason (i) the Borrower fails to borrow, convert or renew any part of any Loan hereunder which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period Period, the Borrower shall indemnify each Lender on demand against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the date such aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, being referred to as the "Funding Breakage Date")case may be, from and including the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by date on which such Lender as follows: (i) firstborrowing, calculate the following amount: (A) the principal amount conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment of the Loans owing to such Lender which so became becomes due, or on which was such part of such Funding Segment is so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding PeriodPeriod applicable to such amount (or, in the case of a failure to borrow, convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the interbank market. A certificate by the Lender as to any amount that such Lender is entitled to receive pursuant to this Section 2.10(b) shall be conclusive if made in good faith.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Fixed LIBOR Rate Portion of the Loans Loan becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date")) excepting, however, by reason solely of a Lender's decision, action or election to require such payment, prepayment or conversion other than by reason of the scheduled maturity thereof or the occurrence of an Event of Default, the Borrowers Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: by calculating a sum equal to: (i) first, calculate the following amount: (A) amount of interest which otherwise would have accrued on the principal amount so paid for the period from and including the date of such Funding Segment payment to but excluding the last day of the Loans owing to Fixed LIBOR Rate Funding Period for such Lender which so became due, or which was so paid, prepaid or converted, times (B) Fixed LIBOR Rate Loan at the greater of (x) zero or (y) the applicable rate of interest applicable for such Loan provided for herein; over (ii) the amount of interest the Lender would have bid in the London interbank market for U.S. Dollars for amounts comparable to such principal amount and maturities comparable to such period. Such Funding Breakage Indemnity shall be due and payable on demand. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Date minus the Applicable Funding Rate as of the Indemnity, pay to such Lender an additional amount equal to interest on such Funding Breakage Date, times (C) the number of days Indemnity from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted due date at the Applicable Funding Floating Rate as of such Funding Breakage Date, and Option (calculated on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed). The amount payable to each Lender under this SECTION 2.16(b) of the amount described shall be determined in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of good faith by such present value calculation to Lender and such determination shall be payable on the last day of the corresponding Funding Period)conclusive, absent manifest error.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any As-Offered Rate Portion, CD Rate Portion or Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers Borrower to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period).

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate the Base Rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period or the Borrower fails to borrow any part of any Funding Segment of the Euro-Rate Portion of the Loans as to which Standard Notice has been given under Section 2.2 (the date such amount so becomes due, or is so paid, prepaid or converted, or the date of such failure to borrow, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, or which was not borrowed, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date (less any Applicable Margin) minus the Applicable Funding Treasury Rate as of the Funding Breakage DateDate (but not less than zero), times (C) the number of days from and including the Funding Breakage Date to but not including the -13- 19 last day of such the applicable Funding Period, times (D) 1/360;; and (ii) then, the Funding Breakage Indemnity to be paid by the Borrowers Borrower to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Treasury Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period). Such Funding Breakage Indemnity shall be due and payable upon demand, and each Lender shall, upon making such demand, notify the Agent of the amount so demanded. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Lender an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Base Rate Option (calculated on the basis of a year of 360 days and actual days elapsed). The amount payable to each Lender under this Section 2.9(b) shall be determined in good faith by such Lender, and such determination shall be conclusive absent manifest error.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent event that for any reason (i) the Borrower fails to convert or renew any part of the Letter of Credit Unreimbursed Draws which would, after such conversion or renewal, have a Euro-Rate Portion, after notice requesting such conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period Period, the Borrower shall indemnify each Lender on demand against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result -13- 280 of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the date such aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion not so converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, being referred to as the "Funding Breakage Date")case may be, from and including the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by date on which such Lender as follows: (i) firstconversion or renewal would have been made pursuant to such notice, calculate the following amount: (A) the principal amount or on which such part of such Funding Segment of the Loans owing to such Lender which so became becomes due, or on which was such part of such Funding Segment is so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding PeriodPeriod applicable to such amount (or, in the case of a failure to convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Margin included therein, if any), over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the interbank market. A certificate by the Lender as to any amount that such Lender is entitled to receive pursuant to this Section 3.16(b) shall be conclusive if made in good faith.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-LIBO Rate Portion of the Revolving Credit Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Revolving Credit Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period).

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent event that for any reason (i) the Borrower fails to borrow, convert or renew any part of any Loan which would, after such borrowing, conversion or renewal, have a Euro-Rate Portion, or fails to borrow any part of any Competitive Bid Loan or Quoted Rate Swingline Loan, in each instance after notice requesting such borrowing, conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing, conversion or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion Portion, or any part of the Loans any Competitive Bid Loan or Quoted Rate Swingline Loan, becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the date Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion, Competitive Bid Loan or Quoted Rate Swingline Loan not so borrowed, converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, being referred to as the "Funding Breakage Date")case may be, from and including the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by date on which such Lender as follows: (i) firstborrowing, calculate the following amount: (A) the principal amount conversion or renewal would have been made pursuant to such notice, or on which such part of such Funding Segment or such part of the Loans owing to such Lender which Competitive Bid Loan or Quoted Rate Swingline Loan so became becomes due, or on which was such part of such Funding Segment or such part of such Competitive Bid Loan or Quoted Rate Swingline Loan is so paid, prepaid or converted, times (B) as the greater of (x) zero or (y) the rate of interest applicable case may be, to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers Period applicable to such Lender shall be amount (or, in the amount equal case of a failure to the present value as of borrow, convert or renew, the Funding Breakage Date (discounted Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein (excluding, however, the Applicable Funding Margin included therein, if any), or the applicable Quoted Swingline Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 daysapplicable Competitive Bid Rate, as the case may be, and actual days elapsedover (y) the aggregate amount of the interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount described for such period by placing such amount on deposit for such period with leading banks in the preceding clause (iLondon interbank market. A certificate of a Lender Party claiming compensation under this Section 2.10(b) (which and setting forth the additional amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on paid to it and indicating in reasonable detail the last day of the corresponding Funding Period)computation thereof shall be conclusive absent manifest error.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers applicable Borrower shall pay each Lender Bank an amount ("Funding Breakage Indemnity") determined by such Lender Bank as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender Bank which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Treasury Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers such Borrower to such Lender Bank shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Treasury Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period). Such Funding Breakage Indemnity shall be due and payable on demand, and each Bank shall, upon making such demand, notify the Administrative Agent of the amount so demanded. In addition, such Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Bank an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Alternate Base Rate Option applicable to Loans (calculated on the basis of a year of 360 days and actual days elapsed). The amount payable to each Bank under this Section 2.10(b) shall be determined in good faith by such Bank, and such determination shall be conclusive.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows:' (i) first, calculate the following amount: (A) such Lender's Pro Rata share of the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Treasury Rate as of the Funding Breakage DateDate (but not less than zero), times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) then, the Funding Breakage Indemnity to be paid by the Borrowers Borrower to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Treasury Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period). Such Funding Breakage Indemnity shall be due and payable upon ten Business Days' prior notice, and each Lender shall, upon giving such notice, notify the Agent of the amount so demanded. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Lender an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Base Rate Option (calculated on the basis of a year of 360 days and actual days elapsed). The amount payable to each Lender under this Section 3.16(b) shall be determined in good faith by such Lender, and such determination shall be conclusive.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any As-Offered Portion, CD Rate Portion or Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date"), the Borrowers Borrower shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers Borrower to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period).

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-LIBO Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period or any Loans not being made as LIBO Rate Loans in accordance with the Standard Notice (the date such amount so becomes due, or is so paid, prepaid or converted, or is not made being referred to as the "Funding Breakage Date"), the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Revolving Credit Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, or not made times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) of the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of such present value calculation to be payable on the last day of the corresponding Funding Period).

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent for any reason any part of any Funding Segment of any Euro-Fixed LIBOR Rate Portion of the Loans Loan becomes due (by acceleration or otherwise), or is paid, prepaid or converted to another interest rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Interest Period (the date such amount so becomes due, or is so paid, prepaid or converted, being referred to as the "Funding Breakage Date")) excepting, however, by reason solely of the Lender's decision, action or election to require such payment, prepayment or conversion other than by reason of the scheduled maturity thereof or the occurrence of an Event of Default, the Borrowers Borrower shall pay each the Lender an amount ("Funding Breakage Indemnity") determined by such the Lender as follows: by calculating a sum equal to: (i) first, calculate the following amount: (A) amount of interest which otherwise would have accrued on the principal amount so paid for the period from and including the date of such Funding Segment payment to but excluding the last day of the Loans owing to Fixed LIBOR Rate Interest Period for such Lender which so became due, or which was so paid, prepaid or converted, times (B) Fixed LIBOR Rate Loan at the greater of (x) zero or (y) the applicable rate of interest applicable for such Loan provided for herein; over (ii) the amount of interest the Lender would have bid in the London interbank market for U.S. Dollars for amounts comparable to such principal amount and maturities comparable to such period. Such Funding Breakage Indemnity shall be due and payable on demand. In addition, the Borrower shall, on the due date for payment of any Funding Breakage Date minus Indemnity, pay to the Applicable Funding Rate as of the Lender an additional amount equal to interest on such Funding Breakage Date, times (C) the number of days Indemnity from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted due date at the Applicable Funding Floating Rate as of such Funding Breakage Date, and Option (calculated on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed). The amount payable to the Lender under this SECTION 2.17(b) of shall be determined in good faith by the amount described in the preceding clause (i) (which amount described in the preceding clause (i) is assumed for purposes of Lender and such present value calculation to determination shall be payable on the last day of the corresponding Funding Period)conclusive, absent manifest error.

Funding Breakage. In addition to all other amounts payable hereunder, if and to the extent event that for any reason (i) the Borrower fails to borrow or renew any part of any Loan, in each instance after notice requesting such borrowing or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such borrowing or renewal or otherwise), or (ii) any part of any Funding Segment of any Euro-Rate Portion of the Loans becomes due (by acceleration or otherwise), or is paid, paid or prepaid or converted to another interest rate Option (whether or not such payment, payment or prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Funding Period Period, the Borrower shall indemnify each Lender on demand (following delivery by such Lender to the date Borrower of the certificate referred to below) against any loss, liability, cost or expense of any kind or nature which such Lender may sustain or incur in connection with or as a result of such event. Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Loan not so borrowed or renewed, or which so becomes due, or which is so paid, prepaid paid or converted, being referred to as the "Funding Breakage Date"), the Borrowers shall pay each Lender an amount ("Funding Breakage Indemnity") determined by such Lender as follows: (i) first, calculate the following amount: (A) the principal amount of such Funding Segment of the Loans owing to such Lender which so became due, or which was so paid, prepaid or converted, times (B) the greater of (x) zero or (y) the rate of interest applicable to such principal amount on the Funding Breakage Date minus the Applicable Funding Rate as of the Funding Breakage Date, times (C) the number of days from and including the Funding Breakage Date to but not including the last day of such Funding Period, times (D) 1/360; (ii) the Funding Breakage Indemnity to be paid by the Borrowers to such Lender shall be the amount equal to the present value as of the Funding Breakage Date (discounted at the Applicable Funding Rate as of such Funding Breakage Date, and calculated on the basis of a year of 365 or 366 daysprepaid, as the case may be, from and actual days elapsed) of including the amount described in the preceding clause (i) (date on which amount described in the preceding clause (i) is assumed for purposes such borrowing or renewal would have been made pursuant to such notice, or on which such part of such present value calculation Funding Segment so becomes due, or on which such part of such Funding Segment is so paid or prepaid, as the case may be, to be payable on the last day of the corresponding Funding PeriodPeriod applicable to such amount (or, in the case of a failure to borrow or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such amount provided for herein (excluding, however, the Applicable Margin included therein, if any), over (y) the aggregate amount of interest (as determined in good faith by such Lender) which would have accrued to such Lender on such amount for such period by placing such amount on deposit for such period with leading banks in the applicable interbank market. A certificate of a Lender Party claiming compensation under this Section 2.10(b) and setting forth the additional amount to be paid to it and indicating in reasonable detail the computation thereof shall be conclusive absent manifest error.