Common use of Break Funding Payments Clause in Contracts

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto therefor (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Syndicated Eurodollar Loan other than on the last day of the an Interest Period applicable theretotherefor, (c) the failure to borrow, convert, continue or prepay any Revolving Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.11(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.19 of any Syndicated Eurodollar Loan other than on the last day of an Interest Period therefor or of any Competitive Loan, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a Syndicated Eurodollar Loan) or the LIBO Rate (in the case of a Competitive Eurodollar Loan) for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for Dollar deposits from other banks in the eurodollar market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency dollars of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurocurrency market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable such Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.15, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest (as reasonably determined by such Lender) 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 deposits in the applicable currency and of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computationsa reasonably detailed calculation of such amount, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 30 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 30 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency dollars of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable such Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency Dollars of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the any Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the out-of-pocket loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the present value of the excess, if any, of (i) its cost of obtaining the amount of interest which would have accrued on funds for the principal amount of such Loan had such event being paid, prepaid, refinanced or not occurred, at borrowed (assumed to be the LIBO Rate that would have been applicable to such Loan, thereto) for the period from the date of such event payment, prepayment, refinancing or failure to borrow or refinance to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert borrow or continue, for the period that would have been refinance the Interest Period for such Loan), Loan which would have commenced on the date of such failure) over (ii) the amount of interest which (as reasonably determined by such Lender) that would accrue on be realized by such principal amount Lender in reemploying the funds so paid, prepaid or not borrowed or refinanced for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate marketInterest Period, as applicablethe case may be. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation Section and setting forth in reasonable detail the manner in which such amount or computations, amounts shall have been determined shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurocurrency Loan or Fixed Rate LIBOR Loan other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration (including as a result of an Event of Defaulta bankruptcy filing, or otherwise), (b) the conversion of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.7(a) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate LIBOR Loan other than on the last day of the Interest Period or maturity date applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.193.7(b), then, in any such event, the applicable Borrower shall compensate each applicable Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which that such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10 or any Rider), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, thereto or (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.08(c) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower Borrowers shall compensate each the Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any the Lender shall be deemed to include an amount determined by such the Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such the Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any the Lender setting forth any amount or amounts that such the Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Representative and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such the Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Company pursuant to Section 2.19, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable relevant currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurocurrency market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar or Euro (as applicable) deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurocurrency market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.11(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventevent (excluding any loss of anticipated profits). In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the LIBO Rate for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.. Table of Contents

Break Funding Payments. In the event of (a) the payment conversion or prepayment of any principal of any Eurocurrency Loan or Fixed LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration or otherwise), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBO Rate Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ec) the assignment of any Eurocurrency Loan or Fixed LIBO Rate Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense incurred by such Lender that is attributable to such eventevent (other than loss of profit). In the case of a Eurocurrency LIBO Rate Loan, such the loss, cost or expense to of any Lender shall be deemed to include an the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market Eurodollar market; it being understood that such loss, cost or xxxx expense shall in any case exclude any interest rate marketfloor and all administrative, as applicableprocessing or similar fees. A Any Lender requesting compensation under this Section 2.16 shall be required to deliver a certificate of any Lender setting to the Borrower that sets forth any amount or amounts that such Lender is entitled to receive pursuant to this SectionSection 2.16, together with supporting documentation the basis therefor and, in reasonable detail, the manner in which such amount or computationsamounts were determined, which certificate shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days thirty days after receipt thereof.

Break Funding Payments. In the event of (a) the payment conversion or prepayment of any principal of any Eurocurrency Loan or Fixed LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration or otherwise), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBO Rate Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ec) the assignment of any Eurocurrency Loan or Fixed LIBO Rate Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense incurred by such Lender that is attributable to such eventevent (other than loss of profit). In the case of a Eurocurrency LIBO Rate Loan, such the loss, cost or expense to of any Lender shall be deemed to include an the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), ) over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market Eurodollar market; it being understood that such loss, cost or xxxx expense shall in any case exclude any interest rate marketfloor and all administrative, as applicableprocessing or similar fees. A Any Lender requesting compensation under this Section 2.16 shall be required to deliver a certificate of any Lender to the Borrower (i) setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation the basis therefor and, in reasonable detail, the manner in which such amount or computationsamounts were determined and (ii) certifying that such Lender is generally charging the relevant amounts to similarly situated borrowers, which certificate shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 30 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration, or otherwise), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure (other than as a result of a failure of a Lender to fund a Loan required to be funded hereunder) to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower Agent pursuant to Section 2.19, 2.18 or Section 2.21 or (e) any failure by any Borrower to make payment of any Loan or LC Disbursement (or interest due thereon) denominated in dollars or an Alternative Currency (other than a Designated LC Disbursement) on its scheduled due date or any payment thereof in a different currency then, in any such event, the applicable Borrower shall Borrowers shall, on a joint and several basis, compensate each Lender for the loss, cost and expense attributable to such eventevent (including any foreign exchange losses and any loss or expense arising from the performance of any foreign exchange contract) in accordance with the terms of this Section 2.15. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable currency, amount and period from other banks in the eurocurrency market or xxxx rate Eurocurrency market, as applicable. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section 2.15 shall be delivered to the applicable Lead Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency Dollars of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 15 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) 2.03 or Section 2.10, as applicable, and is revoked in accordance therewith), ) or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profit) attributable to such event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall may be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Eurocurrency Rate that would have been applicable to such LoanLoan (and excluding any Applicable Rate), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable relevant currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or Administrative Agent, who in turn will deliver to the Borrower Agent Borrower, and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay the Administrative Agent for the account of such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days (or such later date as may be agreed by the applicable Lender) after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Borrowers pursuant to Section 2.192.17, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 2.14, each Lender shall be deemed to have funded each Eurodollar Loan made by it at the LIBO Rate used in determining the Adjusted LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan was in fact so funded.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an the Interest Period applicable thereto for that Loan (including under Section 3.03 or Section 3.04 or as a result of an Event of Default), (b) the conversion Conversion of any Eurocurrency Eurodollar Loan other than on the last day of the its Interest Period applicable theretoPeriod, (c) the failure to borrow, convertConvert, continue Continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless Notice of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), Borrowing or Conversion or Continuation request or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the its Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.195.05, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to any such event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert Convert or continueContinue, for the period that would have been the Interest Period for such Loan), ) over (ii) the amount of interest which that would accrue on such principal amount for such that period at the interest rate which that such Lender would bid were it to bid, at the commencement of such that period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market. To claim any amount under this Section 5.03, as applicable. A the Lender must deliver to the Borrower a certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this SectionSection 5.03 (including calculations, together with supporting documentation in reasonable detail, showing how such Lender computed such amount or computations, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in erroramounts). The applicable Borrower shall pay such Lender the amount shown as due and payable and set forth on any such certificate within 10 Business Days thirty (30) days after receipt thereofits receipt.

Break Funding Payments. In Subject to Section 9.05(f), in the event of (a) the payment conversion or prepayment of any principal of any Eurocurrency Loan or Fixed LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration or otherwise), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBO Rate Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ec) the assignment of any Eurocurrency Loan or Fixed LIBO Rate Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense incurred by such Lender that is attributable to such eventevent (other than loss of profit). In the case of a Eurocurrency LIBO Rate Loan, such the loss, cost or expense to of any Lender shall be deemed to include an the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, occurred at the LIBO Rate that would have been applicable to such Loan, Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market Eurodollar market; it being understood that such loss, cost or xxxx expense shall in any case exclude any interest rate marketfloor and all administrative, as applicableprocessing or similar fees. A Any Lender requesting compensation under this Section 2.16 shall be required to deliver a certificate of any Lender setting to the Borrower that (A) sets forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation the basis therefor and, in reasonable detail, the manner in which such amount or computationsamounts were determined and (B) certifies that such Lender is generally charging the relevant amounts to similarly situated borrowers, which certificate shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 30 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the any Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the out-of-pocket loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the present value of the excess, if any, of (i) its cost of obtaining the amount of interest which would have accrued on funds for the principal amount of such Loan had such event being paid, prepaid, refinanced or not occurred, at borrowed (assumed to be the LIBO Rate that would have been applicable to such Loan, thereto) for the period from the date of such event payment, prepayment, refinancing or failure to borrow or refinance to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert borrow or continue, for the period that would have been refinance the Interest Period for such Loan), Loan which would have commenced on the date of such failure) over (ii) the amount of interest which (as reasonably determined by such Lender) that would accrue on be realized by such principal amount Lender in reemploying the funds so paid, prepaid or not borrowed or refinanced for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate marketInterest Period, as applicablethe case may be. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation Section and setting forth in reasonable detail the manner in which such amount or computations, amounts shall have been determined shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, convert or continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.195.05, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (ix) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (iiy) 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 in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section 5.02 shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days thirty (30) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.06(e) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ec) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.14 or 9.02(c), then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include consist of an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such LoanLoan (without giving effect to clause (b) of the definition of LIBO Rate), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventevent (excluding loss of anticipated profits); provided that each such Lender shall use reasonable efforts to mitigate any such loss, cost and expense in accordance with Section 2.19. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation including, if requested by the Borrower, in reasonable detail a description of the basis for such compensation and a calculation of such amount or computationsamounts (but excluding any confidential or proprietary information of such Lender), shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days thirty (30) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Loan, Fixed Rate Loan, or, unless otherwise agreed to by the applicable Borrower and the applicable Lender with respect to a Negotiated Rate Loan, a Negotiated Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or U.S. Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan, Fixed Rate Loan or Fixed or, unless otherwise agreed to by the applicable Borrower and the applicable Lender with respect to a Negotiated Rate Loan, Negotiated Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Company pursuant to Section 2.192.18, then, in any such event, the Company or the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to may include an amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day incurred by reason of the then current Interest Period therefor (orliquidation or reemployment of funds, in the case but excluding loss of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicableanticipated profits. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Company and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The Company or the applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of If (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan is repaid on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or Change in Control), (b) the conversion of any Eurocurrency Eurodollar Loan is converted on a day other than on the last day of the an Interest Period applicable thereto, (c) the failure Borrower fails to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith)hereto, or (d) the failure to borrow any Competitive Eurodollar Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan is assigned on a day other than on the last day of the an Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, then the applicable Borrower shall compensate each Lender for the its loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or and expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day end of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period Interest Period that would have been begun on the Interest Period for date of such Loanfailure), over (ii) the amount of interest which that 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 beginning of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable such Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency Euros of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable such Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable relevant Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the failure by a Borrower to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered by a Borrower pursuant hereto, or (b) the payment or conversion of any principal of any Eurocurrency Loan B/A Borrowing or Fixed LIBO Rate Loan other than on the last day of an a Contract Period or Interest Period Period, as applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed (including the assignment of any LIBO Rate Loan Loan) other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower Agent pursuant to Section 2.192.20, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LIBO Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at and the interest rate which such Lender would bid were it to bid, at the commencement of such period, for U.S. Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section 2.14 shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment by or on behalf of the Borrower of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable theretothereto (including as a result of an Event of Default), (c) the failure by the Borrower to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(h) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.07(d)(ii), Section 2.18 or Section 9.02(c), then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(a) and is revoked in accordance therewith), ) or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Company pursuant to Section 2.19, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event; provided, that the Borrowers shall not be required to compensate the Lenders in accordance with the foregoing if the loss, cost or expense (x) occurs after the LIBOR Termination Date and (y) is incurred as a result of (i) the requirement of the Administrative Agent on the Borrowers to prepay or convert any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto or (ii) the failure to borrow, convert or continue any Eurocurrency Loan on the date specified in any notice because such notice is deemed to be a request to borrow, convert or continue an ABR Loan under Section 2.14(d). In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable relevant currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of ---------------------- any principal of any Eurocurrency Loan or Fixed LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBOR Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LIBOR Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.08(d) and is revoked in accordance therewith), (d) and in the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanapplicable Agreed Currency, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Representative pursuant to Section 2.192.18 or Section 10.02(d), then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurocurrency Loan had such event not occurred, at the LIBO Adjusted Eurocurrency Rate that would have been applicable to such Eurocurrency Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurocurrency Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Representative and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 ten (10) Business Days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that 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 deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurocurrency market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.16, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 30 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment conversion or prepayment of any principal of any Eurocurrency Loan or Fixed LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration or otherwise), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBO Rate Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ec) the assignment of any Eurocurrency Loan or Fixed LIBO Rate Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense incurred by such Lender that is attributable to such eventevent (other than loss of profit). In the case of a Eurocurrency LIBO Rate Loan, such the loss, cost or expense to of any Lender shall be deemed to include an the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), ) over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market Eurodollar market; it being understood that such loss, cost or xxxx expense shall in any case exclude any interest rate marketfloor and all administrative, as applicableprocessing or similar fees. A Any Lender requesting compensation under this Section 2.16 shall be required to deliver a certificate of any Lender to Parent (i) setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation the basis therefor and, in reasonable detail, the manner in which such amount or computationsamounts were determined and (ii) certifying that such Lender is generally charging the relevant amounts to similarly situated borrowers , which certificate shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 30 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.09), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.07(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each the Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any the Lender shall be deemed to include an amount determined by such the Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such the Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any the Lender setting forth any amount or amounts that such the Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such the Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, thereto or (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.08(c) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower Borrowers shall compensate each the Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any the Lender shall be deemed to include an amount determined by such the Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO LIBOR Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such the Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any the Lender setting forth any amount or amounts that such the Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such the Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.09(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.17, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Libor Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Libor Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Libor Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Libor Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.195.04(b), then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Libor Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Libor market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section 5.02 shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.09(c) or (d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.19 (other than any assignment by a Defaulting Lender) or 9.02(d), then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, Section (together with reasonable supporting documentation or computations, relating to such amounts) shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Borrowers pursuant to Section 2.192.17, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan other than a Competitive Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency 36 31 Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment conversion or prepayment of any principal of any Eurocurrency Loan or Fixed LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration or otherwise), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBO Rate Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ec) the assignment of any Eurocurrency Loan or Fixed LIBO Rate Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense incurred by such Lender that is attributable to such eventevent (other than loss of profit). In the case of a Eurocurrency LIBO Rate Loan, such the loss, cost or expense to of any Lender shall be deemed to include an the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market Eurodollar market; it being understood that such loss, cost or xxxx expense shall in any case exclude any interest rate marketfloor and all administrative, as applicableprocessing or similar fees. A certificate of any Lender (x) setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation the basis therefor and, in reasonable detail, the manner in which such amount or computations, amounts were determined and (y) certifying that such Lender is generally charging the relevant amounts to similarly situated borrowers shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 30 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan, TIBOR Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan or TIBOR Loan to a Loan of a different Type or Interest Period other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, assignment or (e) the deemed assignment of any Eurocurrency Loan, TIBOR Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Company pursuant to Section 2.192.19 or the CAM Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan or TIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate or TIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that 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 deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market London or xxxx rate Tokyo interbank market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation and setting forth in reasonable detail the calculations used by such Lender to determine such amount or computationsamounts, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 15 Business Days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.16, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include consist of an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation Section and explaining in reasonable detail the method by which such amount or computations, amounts shall have been determined shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency Dollars of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurocurrency market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section 2.16 shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the an Interest Period applicable theretotherefor, (c) the failure to borrow, convert, continue or prepay any Revolving Syndicated Loan on the date specified in any notice delivered pursuant hereto (including, in connection with any Commitment Increase Date, and regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.10(e) and is revoked in accordance therewithherewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18(b) of any Eurocurrency Loan other than on the last day of an Interest Period therefor, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and reasonable expense attributable to such eventevent (excluding loss of anticipated profits). In the case of a Eurocurrency Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had denominated in the Currency of such event not occurred, at the LIBO Rate that would have been applicable to such Loan, Loan for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Loan)Currency for such Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for deposits denominated in such Currency from other banks in the Eurocurrency market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

Break Funding Payments. In the event of (a) the payment ---------------------- of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.09(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Borrowers pursuant to Section 2.192.17, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency LIBOR Loan to an ABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate London interbank market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for 41 REVOLVING CREDIT AGREEMENT EXECUTION deposits in dollars or the applicable currency relevant Alternative Currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of the operation of Section 2.18 or Section 2.21), (b) the conversion of any Eurocurrency Fixed Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(f) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.08, Section 2.18 or Section 2.21, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense (including any loss, cost or expense due to currency exchange rates or exchange controls) attributable to such event. In the case of a Eurocurrency Fixed Rate Loan, such loss, cost or expense to any Lender shall be deemed to include include: (i) an amount determined by such Lender to be the excess, if any, of (iA) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Fixed Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (iiB) 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 deposits in the applicable currency Available Currency of a comparable amount and period from other banks in the eurocurrency applicable market utilized to determine the related Fixed Rate; (ii) any loss incurred in liquidating or xxxx rate market, as applicableclosing out any foreign currency contract; and (iii) any loss arising from any change in the value of Dollars in relation to any Loan made in another Available Currency which was not paid on the date due. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower Borrower, shall set forth the method of calculating such amount or to the Borrower Agent amounts and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate BA Equivalent Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Loan or BA Equivalent Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan or BA Equivalent Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(a) and is revoked in accordance therewith), ) or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Company pursuant to Section 2.19, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or BA Rate, as applicable, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable relevant currency of a comparable amount and period from other banks in the eurocurrency market (or xxxx rate with respect to BA Equivalent Loans, the Canadian bank market), as applicablereasonably determined by such Lender. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 ten (10) Business Days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.19 or the CAM Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency LIBOR Loan to an ABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Borrowers pursuant to Section 2.192.18, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate London interbank market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan Eurodollar, CDOR Rate or Fixed HIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar, CDOR Rate or HIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar, CDOR Rate or HIBO Rate Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d‎2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, Loan or (e) the assignment of any Eurocurrency Eurodollar, CDOR Rate or HIBO Rate Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower Agent pursuant to Section 2.19‎2.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In event which, in the case reasonable judgment of a Eurocurrency Loansuch Lender, such lossLender (or an existing or prospective participant in a related Loan) incurred, cost including any loss incurred in obtaining, liquidating or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excessemploying deposits from third parties, if any, but excluding loss of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, margin for the period from the date of after any such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicablepayment. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 15 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an the Interest Period applicable thereto therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period applicable theretotherefor, (c) the failure to borrow, convert, continue or prepay any Revolving Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.11(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment as a result of a request by the Parent Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19therefor, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the London interbank market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Parent Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Fixed Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(e) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Representative pursuant to Section 2.192.19 or as a result of a transaction under Section 2.21, then, in any such event, the applicable Borrower IHS shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Fixed Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be equal to the sum of: (i) the 007751-0138-14324-Active.18437309 #86412664v10 excess, if any, of (iA) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO applicable Fixed Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (iiB) 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 deposits in Dollars or in the applicable currency Available Currency of a comparable amount and period from other banks in the eurocurrency applicable market utilized to determine the related Fixed Rate; (ii) any loss incurred in liquidating or xxxx rate market, as applicableclosing out any foreign currency contract; plus (iii) any loss arising from any change in the value of Dollars in relation to any Loan made in an Available Currency which was not paid on the date due. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Representative and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower IHS shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (ai) the payment or prepayment (voluntary or otherwise) of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or a Parent Change in Control), (bii) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (ciii) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan as indicated and on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.7(c) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each the Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any the Lender shall be deemed to include an amount determined by such the Lender to be the excess, if any, of (ia) the amount of interest which that would have accrued on the principal amount of such Revolving Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Revolving Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Revolving Loan), over (iib) the amount of interest which that would accrue on such principal amount for such period at the interest rate which such that the Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any the Lender setting forth any amount or amounts that such the Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such the Lender the amount shown as due on any such certificate within 10 Business Days ten days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Committed Rate Loan that bears interest at the Eurocurrency Rate other than on the last day of an Interest Period applicable thereto therefor (including as a result of an Event of DefaultDefault and as a result of the provisions of subsection 2.11 or 2.12), (b) the conversion of any Eurocurrency Loan other than on the last day of the an Interest Period applicable theretotherefor, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked under Section 2.11(d) revocable hereunder and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Advance Loan that bears interest at the Eurocurrency Rate after accepting the Competitive Bid Advance Loan Offer to make such Loan, or (e) the assignment as a result of a request by the Company pursuant to subsection 8.7 of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the an Interest Period applicable thereto as a result therefor or of a request by any Competitive Advance Loan that bears interest at the Borrower Agent pursuant to Section 2.19Eurocurrency Rate, then, in any such event, the applicable Borrower Company shall compensate each Lender Bank for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense the interest rate loss to any Lender Bank attributable to any such event shall be deemed to include be an amount determined by such Lender Bank to be equal to the excess, if any, of (i) the amount of interest which that such Bank would have accrued on pay for a deposit equal to the principal amount of such Bank denominated in the Currency of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Eurocurrency Rate for such Loan)Currency for such Interest Period, over (ii) the amount of interest which that such Bank would accrue earn on such principal amount for such period if such Bank were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, at the commencement Bank (or an affiliate of such period, Bank) for deposits denominated in the applicable currency of a comparable amount and period such Currency from other banks in the eurocurrency market at the commencement of such period. The Company shall also compensate each relevant Bank for any loss, cost or xxxx rate marketexpense suffered by such Bank as a result of the conversion, as applicablepursuant to subsection 2.11(b), of the Currency in which a Loan is denominated, or the purchase or sale, pursuant to subsection 2.11(c), of a participating interest in any Loan. A certificate of any Lender Bank setting forth any amount or amounts that such Lender Bank is entitled to receive pursuant to this Section, together with supporting documentation or computations, subsection shall be delivered to the applicable Borrower or to the Borrower Agent Company and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Company shall pay such Lender Bank the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan or to issue B/As for acceptance and purchase on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) 2.11 and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan the right to receive payment in respect of a B/A other than on the last day of the Interest Period or Contract Period, as the case may be, applicable thereto as a result of a request by the Parent Borrower Agent pursuant to Section 2.192.19 or the CAM Exchange, then, in any such event, the applicable Borrower or the Parent Borrower shall compensate each affected Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable same currency and of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurocurrency market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section and a description of the basis therefor shall be delivered to the applicable Parent Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower or the Parent Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period Period, as the case may be, applicable thereto as a result of a request by the Borrower Agent Company pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate or Fixed Rate, as applicable, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate London interbank market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Company and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof. Notwithstanding the foregoing, the Borrowers shall not be required to compensate a Lender pursuant to this Section 2.16 for any loss, cost or expense incurred more than 180 days prior to the date that such Lender notifies the Borrowers of the event giving rise to such loss, cost or expense and of such Lender’s intention to claim compensation therefor.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventevent (excluding loss of anticipated profits); provided that each such Lender shall use reasonable efforts to mitigate any such loss, cost and expense in accordance with Section 2.19. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation including, if requested by the Borrower, in reasonable detail a description of the basis for such compensation and a calculation of such amount or computationsamounts (but excluding any confidential or proprietary information of such Lender), shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days thirty (30) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor therefore (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in dollars or the applicable currency relevant Alternative Currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.11(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, Loan or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request the exercise by the Borrower Agent pursuant to of its rights under any of Section 2.05(c), 2.09(d) or 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for deposits in the relevant Currency from other banks in the London interbank market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(a) and is revoked in accordance therewith), ) or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event; provided that each such Lender shall use reasonable efforts to mitigate any such loss, cost and expense in accordance with Section 2.19. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable relevant currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation including, if requested by the Borrower, a description in reasonable detail of the basis for such compensation and a calculation of such amount or computationsamounts (but excluding any confidential or proprietary information of such Lender), shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days thirty (30) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan Eurodollar Borrowing other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan Eurodollar Borrowing other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Revolving Loan Eurodollar Borrowing on the date specified in any notice delivered by Borrower pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19hereto, then, in any such event, the applicable Borrower shall compensate Administrative Agent (for the benefit of each Lender applicable Lender) for the loss, cost and expense attributable to such event, plus a $250.00 administrative fee payable to Administrative Agent. In the case of a Eurocurrency LoanEurodollar Borrowing, such loss, cost or expense to any Lender Administrative Agent (for the benefit of each applicable Lender) shall be deemed to include equal an amount reasonably determined by such Administrative Agent and each applicable Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan Advance had such event not occurred, at the LIBO Fixed Rate that would have been applicable to such LoanAdvance, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such LoanAdvance), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender Administrative Agent would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks Lenders in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender Administrative Agent setting forth any amount or amounts that such Lender is Lenders are entitled to receive pursuant to this Section, together with supporting documentation or computations, Section 2.8 shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender Administrative Agent the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Borrowers pursuant to Section 2.19, then, in any such event, the applicable Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate (in the case of a Eurocurrency Loan) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on prior to the last day of an Interest Period applicable thereto therefor (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10 or 2.21(d)), (b) the conversion of any Eurocurrency Loan other than on prior to the last day of the an Interest Period applicable theretotherefor, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.10(c) or 2.21(d), as applicable, and is revoked in accordance therewithherewith) (other than as a result of Section 2.13), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Company pursuant to Section 2.192.18(b) of any Eurocurrency Loan prior to the last day of an Interest Period therefor, then, in any such event, the applicable Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had denominated in the currency of such event not occurred, at the LIBO Rate that would have been applicable to such Loan, Loan for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Loan)currency for such Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, at the commencement (or an affiliate of such period, Lender) for deposits denominated in the applicable such currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicableat the commencement of such period. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, shall be delivered to in reasonable detail the applicable Borrower or to the Borrower Agent basis for and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in errorcalculation OF ANY AMOUNT OR AMOUNTS THAT SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION SHALL BE DELIVERED TO THE COMPANY AND SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereofTHE COMPANY SHALL PAY SUCH LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN 20 DAYS AFTER RECEIPT THEREOF.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.11(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, and any reasonable cost and expense or expense, attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for deposits in the relevant currency from other banks in the relevant eurocurrency market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In (a) With respect to Loans that are not RFR Loans, in the event of (aai) the payment of any principal of any Eurocurrency Loan or Fixed Rate EurodollarTerm Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event a Default or as a result of Defaultany prepayment pursuant to Section 2.8), (bbii) the conversion of any Eurocurrency EurodollarTerm Benchmark Loan other than on the last day of the Interest Period applicable thereto, (cciii) the failure to borrow, convert, continue or prepay any Revolving EurodollarTerm Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewithrevoked), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ediv) the assignment of any Eurocurrency Loan or Fixed Rate EurodollarTerm Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.22, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Eurodollar Base Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.. (b) With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of a Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11 and is revoked in accordance therewith) or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to 48

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Alternative Currency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan or Alternative Currency Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Alternative Currency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.09(c) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such LoanLoan or the rate applicable to Alternative Currency Loans, as applicable, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.11(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a Eurodollar Loan) for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days ten (10) days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan Eurodollar, CDOR Rate or Fixed HIBO Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar, CDOR Rate or HIBO Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar, CDOR Rate or HIBO Rate Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, Loan or (e) the assignment of any Eurocurrency Eurodollar, CDOR Rate or HIBO Rate Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In event which, in the case reasonable judgment of a Eurocurrency Loansuch Lender, such lossLender (or an existing or prospective participant in a related Loan) incurred, cost including any loss incurred in obtaining, liquidating or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excessemploying deposits from third parties, if any, but excluding loss of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, margin for the period from the date of after any such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicablepayment. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Borrowers and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 15 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including including, without limitation, as a result of an Event of Default, any prepayment pursuant to Section 2.06), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith)including, (d) without limitation, the failure to borrow satisfy any Competitive Loan after accepting conditions precedent specified in Section 4.01 and 4.02 on or prior to the Competitive Bid date specified in the Borrowing Notice or the Borrower’s revocation of or attempt to make such Loan, revoke the Borrowing Notice) or (ec) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.14 (each of the events described in clause (a), (b) and (c) above, a “Breakage Event”), then, in any such event, the applicable Borrower shall compensate each Lender Lender, on demand, for the loss, cost and expense (the “Breakage Amount”) attributable to such event, unless the relevant prepayment is made on a Rollover Date. In The Borrower acknowledges that determining the case of a Eurocurrency Loanactual Breakage Amount may be difficult or impossible in any specific instance. Accordingly, such loss, cost or expense to any Lender the Borrower agrees that the Breakage Amount shall be deemed to include an the amount determined by such Lender to be the excessas follows, if anysuch amount is greater than zero: P x N x (L – B) / 360, of (i) the amount of interest which would have accrued on where: P = the principal amount of such Loan had such event the Loans (i) paid, (ii) not occurredborrowed, at continued, or prepaid, or (iii) assigned, in each case on a day other than on the LIBO Rate that would have been last day of the applicable to such LoanInterest Period (the “Relevant Interest Period”), for N = the period number of days from the date of such event the Breakage Event to the last day of the then current Relevant Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan“Remaining Period”), 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 deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.,

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Australian Dollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan or Australian Dollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan or Australian Dollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewith), but excluding any failure resulting from a notice from the Administrative Agent under Section 2.14) or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Australian Dollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent LMI pursuant to Section 2.19, then, in any such event, the applicable Borrower LMI shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan or Australian Dollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or the Australian Xxxx Rate (as applicable) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency Eurocurrency, eurodollar or Australian Dollar market or xxxx rate market, (as applicable). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent LMI and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower LMI shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the applicable Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate (or the Fixed Rate, if applicable) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable relevant currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market(or, as applicablewith respect to Fixed Rate Loans, from other participants in the relevant market with respect to which the Fixed Rate was determined). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to Company (on behalf of itself and the Borrower Agent Borrowing Subsidiaries) and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.09(c) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.17, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 30 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan or to issue B/As for acceptance and purchase on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.12(e) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan the right to receive payment in respect of a B/A other than on the last day of the Interest Period or Contract Period, as the case may be, applicable thereto as a result of a request by the applicable Borrower Agent pursuant to Section 2.192.20, then, in any such event, the applicable such Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.14, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days 15 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(dSECTION 2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section SECTION 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the any loss, cost and expense incurred and attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include equal an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.10(d) and is revoked in accordance therewithherewith), (d) the failure to borrow any Eurocurrency Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent Company pursuant to Section 2.192.18, then, in any such event, the applicable Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at (and in the LIBO Rate that would have been applicable to same currency as such Loan, ) for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate (or, in the case of a Eurocurrency Competitive Loan, the LIBO Rate) for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for deposits in the same currency from other banks in the eurodollar market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent Company and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower Company shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event, including, to the extent that any of the foregoing Loans are denominated in any Alternative Currency, the costs and expenses of such Lender attributable to the premature unwinding of any hedging agreement entered into by such Lender in respect to the foreign currency exposure attributable to such Loan. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which that 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 deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the ---------------------- payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.10(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, loss and the actual cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount reasonably determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a Eurodollar Revolving Loan) or the LIBO Rate (in the case of a Eurodollar Competitive Loan) for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an Affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive (including the basis therefor and the calculation thereof) pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed presumptively correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), or (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency Dollars of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment of any Eurocurrency Loan or Fixed Rate Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.15, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in errorBorrower. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof., unless such amount is being contested by the Borrower in good faith..

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventevent (excluding any loss of anticipated profits). In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the LIBO Rate for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.11(b) and is revoked in accordance therewiththere with), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in dollars or the applicable currency relevant Alternative Currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurocurrency market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate Eurodollar market, as applicable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(d2.12(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.192.20, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted Eurocurrency Rate for such Loan)Interest Period, over (ii) the amount of interest which that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate which that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for dollar deposits from other banks in the Eurocurrency market at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any Lender setting forth (i) any amount or amounts that such Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section and (ii) the calculations used to arrive at such amount shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days days after receipt thereof.

Break Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurocurrency Loan or Fixed Rate LIBOR Loan other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration (including as a result of an Event of Defaulta bankruptcy filing, or otherwise), (b) the conversion of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Revolving LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.7(a) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each the Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LIBOR Loan, such loss, cost or expense to any the Lender shall be deemed to include an amount determined by such the Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Revolving Loan had such event not occurred, at the LIBO Adjusted LIBOR Rate that would have been applicable to such Revolving Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Revolving Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which such that the Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any the Lender setting forth any amount or amounts that such the Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such the Lender the amount shown as due on any such certificate within 10 Business Days ten days after receipt thereof.

Break Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurocurrency Loan or Fixed Rate LIBOR Loan other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration (including as a result of an Event of Defaulta bankruptcy filing, or otherwise), (b) the conversion of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Revolving LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d2.7(a) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Agent pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each the Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LIBOR Loan, such loss, cost or expense to any the Lender shall be deemed to include an amount determined by such the Lender to be the excess, if any, of (i) the amount of interest which that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the EXHIBIT 10.1 Interest Period for such Loan), over (ii) the amount of interest which that would accrue on such principal amount for such period at the interest rate which such that the Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market or xxxx rate market, as applicable. A certificate of any the Lender setting forth any amount or amounts that such the Lender is entitled to receive pursuant to this Section, together with supporting documentation or computations, Section shall be delivered to the applicable Borrower or to the Borrower Agent and shall be presumed correct in the absence of facts or circumstances indicating that the determinations reflected therein have been made in conclusive absent manifest error. The applicable Borrower shall pay such the Lender the amount shown as due on any such certificate within 10 Business Days ten days after receipt thereof.