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 the Interest Period 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 therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified by the Borrower in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(e) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b2.16(b) or Section 2.12(e) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the its loss, cost and expense (excluding lost profits) attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate hereunder within 10 15 days after receipt thereofof any such certificate.

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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(c) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b2.16(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.17, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate within 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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrowborrow any Eurodollar Loan, convertconvert any ABR Loan into a Eurodollar Loan, continue any Eurodollar Loan or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 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 the an Interest Period 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 an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.11(d) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Currency for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate Affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive conclusive, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 2.11(b2.08(h) and is revoked in accordance herewiththerewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventevent (but not lost profits) within 10 days following request of such Lender (accompanied by a certificate described below in this Section). In the case of a Eurocurrency Eurodollar Loan, the loss such loss, cost or expense 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 that such Lender would pay for a deposit equal to 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 payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth in reasonable detail the basis for and computation of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), (d) the failure to borrow any Eurodollar Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.18, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower Company and shall be conclusive presumed correct absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate under this Section within 10 days after receipt thereofof the relevant certificate.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.11(d) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor3.08 or Section 4.08, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(c) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b2.17(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate Affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive conclusive, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 2.11(b2.08(h) and is revoked in accordance herewiththerewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventevent (but not lost profits) within 10 days following request of such Lender (accompanied by a certificate described below in this Section 2.13). In the case of a Eurocurrency Eurodollar Loan, the loss such loss, cost or expense 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 that such Lender would pay for a deposit equal to 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 payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest PeriodLoan), over (ii) the amount of interest that such Lender would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth in reasonable detail the basis for and computation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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) Eurodollar Rate, for such Interest Period, over (ii) the amount of interest (as reasonably determined by such Lender) that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the relevant currency in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 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 Eurodollar Loan other than on the last day of the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith)hereto, or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.17, then, in any such event, the Borrower Company shall compensate each Lender for the actual loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, the loss to any Lender attributable to any such event (other than lost profits) 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate Affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 and explaining in reasonable detail the method by which such amount or amounts shall have been determined shall be delivered to the Borrower Company and shall be conclusive absent manifest error; provided that neither any Lender nor the Issuing Bank shall be required to deliver information pursuant to this Section relating to its business, other than any such information that is available to the Company on a non-confidential basis prior to the date of such certificate. The Borrower Company shall pay such Lender the amount shown as due on any such certificate to the Administrative Agent for the account of such Lender in accordance with Section 2.16 within 10 ten (10) days after receipt thereofof such certificate.

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 the an Interest Period therefor applicable thereto (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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), ) or (d) the failure to borrow assignment of any Competitive Eurocurrency Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Eurocurrency Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency Eurocurrency market at the commencement of such period. A certificate of any Lender setting forth (i) any amount or amounts that such Lender is entitled to receive pursuant to this Section and (ii) the calculations used to arrive at such amount shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the Borrower's election to convert a Borrowing or continue a Borrowing as a Eurodollar Borrowing which results in the Interest Period therefor commencing before and ending after a date on which any principal of the Loans is to be repaid and the payment of such principal during such Interest Period, (c) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (cd) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 2.11(b2.11(d) and is revoked in accordance herewiththerewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventevent (and in the case of clause (b) above, the Borrower will make such compensation on the applicable principal repayment date). In the case of a Eurocurrency Eurodollar Loan, the loss such loss, cost or expense 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 that such Lender which would pay for a deposit equal to 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 payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest PeriodLoan), over (ii) the amount of interest that such Lender which would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrowborrow (unless such failure was caused by the failure of a Lender to make such Loan), convert, continue or prepay any Syndicated Eurodollar Loan, or the failure to convert an ABR Loan to a Eurodollar Loan, on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) 2.08 and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at 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 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days 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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan (for a reason other than the failure of such Lender to make a Loan in accordance with the terms hereof) on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (other than any loss of the Applicable Rate or other margin) attributable to such event. In the case of a Eurocurrency Eurodollar Loan, the loss to any Lender attributable to any such event shall be deemed to include be an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit in Dollars equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at the commencement of such period. 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrowborrow (unless such failure was caused by the failure of a Lender to make such Loan), convert, continue or prepay any Syndicated Eurodollar Loan, or the failure to convert an ABR Loan to a Eurodollar Loan, on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) 2.08 and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO LIBOR Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at 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 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days 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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and if such notice is revoked in accordance herewithherewith two Business Days or less before the specified effective date), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Borrowers pursuant to Section 2.18, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense (but not loss of profit) attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 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 the an Interest Period therefor applicable thereto (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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and if such notice is revoked in accordance herewithherewith two Business Days or less before the specified effective date), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.18 or (e) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss (including foreign exchange loss), cost and expense (but not loss of profit) attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars or the applicable Alternative Currency from other banks in the eurocurrency Eurocurrency market at 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 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 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 the an Interest Period therefor applicable thereto (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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), ) or (d) the failure to borrow assignment of any Competitive Eurocurrency Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Eurocurrency Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency Eurocurrency market at the commencement of such period. A certificate of any Lender setting forth (i) any amount or amounts that such Lender is entitled to receive pursuant to this Section and (ii) the calculations used to arrive at such amount shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof.

Break Funding Payments. In the event CRCF agrees to indemnify each Purchaser Group and to hold each Purchaser Group harmless from any loss or expense which such Purchaser Group may sustain or incur as a consequence of (a) the payment failure by CRCF to accept any Increase after CRCF has given irrevocable notice requesting the same in accordance with the provisions of any principal this Supplement, (b) the conversion into or continuation of any Eurocurrency Loan a CP Tranche or Fixed Rate Loan a Eurodollar Tranche that occurs other than on the last day of the Interest applicable CP Rate Period 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 thereforor Eurodollar Period, (c) default by CRCF in making any prepayment in connection with a Decrease after CRCF has given irrevocable notice thereof in accordance with the failure provisions of Section 2.5 or (d) the making of a prepayment of a CP Tranche or a Eurodollar Tranche (including, without limitation, any Decrease) prior to borrowthe termination of the CP Rate Period for such CP Tranche or the Eurodollar Period for such Eurodollar Tranche, convertas the case may be, continue or prepay any Syndicated Loan the making of a Decrease on the a date other than as specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other Decrease or in a greater amount than on the last day of the Interest Period therefor, then, contained in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case notice of a Eurocurrency Loan, the loss to any Lender attributable to any such event Decrease. Such indemnification shall be deemed to include an amount determined by the Funding Agent with respect to such Lender to be Purchaser Group and shall equal to (a) in the case of the losses or expenses associated with a CP Tranche or a Eurodollar Tranche, either (x) the excess, if any, of (i) such Purchaser Group’s cost of funding the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan so prepaid or not so borrowed, converted or continued, for the period from the date of such payment66 prepayment or of such failure to borrow, conversion, failure convert or assignment continue to the last day of the Interest CP Rate Period for such Loan or the Eurodollar Period (or, or in the case of a failure to borrow, convert or continue, the duration of CP Rate Period or the Interest Eurodollar Period that would have resulted from commenced on the date of such borrowingprepayment or of such failure), conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in as the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Periodmay be, over (ii) the amount of interest earned by such Purchaser Group upon redeployment of an amount of funds equal to the amount prepaid or not borrowed, converted or continued for a comparable period or (y) if such Purchaser Group is able to terminate the funding source before its scheduled maturity, any costs associated with such termination and (b) in the case of the losses or expenses incurred by a Pooled Funding CP Conduit Purchaser, the losses and expenses incurred by such Pooled Funding CP Conduit Purchaser in connection with the liquidation or reemployment of deposits or other funds acquired by such Pooled Funding CP Conduit Purchaser as a result of the failure to accept an Increase, a default in the making of a Decrease or the making of a Decrease in an amount or on a date not contained in a notice of a Decrease. Notwithstanding the foregoing, any payments made by CRCF pursuant to this subsection shall be made solely from funds available in the Series 2004-4 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against CRCF to the extent that such Lender would earn on funds are insufficient to make such principal amount for such period if such Lender were to invest such principal amount for such period at payment. This covenant shall survive the interest rate that would be bid by such Lender (or an affiliate termination of such Lender) for deposits denominated in Dollars from other banks in this Supplement and the eurocurrency market at Base Indenture and the commencement payment of such periodall amounts payable hereunder and thereunder. A certificate of as to any Lender setting forth any amount or additional amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered the foregoing sentence submitted by any Funding Agent on behalf of a Purchaser Group to the Borrower and CRCF shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrowborrow (unless such failure was caused by the failure of a Lender to make such Loan), convert, continue or prepay any Syndicated Eurodollar Loan, or the failure to convert an ABR Loan to a Eurodollar Loan, on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) 2.09 and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.19, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO LIBOR Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at 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 2.16 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate within 10 days 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 the an Interest Period therefor applicable thereto (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 thereforapplicable thereto, (c) the conversion of any Multicurrency Loan to a dollar denominated Loan pursuant to any Section of this Agreement, (d) the failure to borrow, convert, continue or prepay any Syndicated Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(d) and is revoked in accordance herewith), (de) the failure to borrow any Eurocurrency Competitive Loan after accepting the Competitive Bid to make such Loan, or (ef) the assignment as a result of a request by the 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 thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.18, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such eventevent (and in the case of any conversion of Multicurrency Loans to dollar Loans, such loss, cost or expense shall also include any loss, cost or expense sustained by a Multicurrency Lender as a result of such conversion). In the case of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include consist of (in addition to any conversion losses) an amount determined by such Lender to be equal equal, except as otherwise provided in the final parenthetical in the preceding sentence, to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan (and in the same currency as such Loan) for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars the same currency from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower Company and shall be conclusive presumed correct absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate under this Section within 10 days after receipt thereofof the relevant certificate.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate EurodollarTerm Benchmark Loan other than on the last day of the Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency EurodollarTerm Benchmark Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive EurodollarTerm Benchmark Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.15, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency EurodollarTerm Benchmark Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO EurodollarAdjusted Term SOFR Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest (as reasonably determined by such Lender) that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars the relevant currency from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 15 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency LIBOR Loan or Fixed Rate any EURIBOR Loan other than on the last day of the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency LIBOR Loan or any EURIBOR Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated LIBOR Loan or any EURIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether any such notice is permitted to may be revocable revoked or extended under Section 2.11(b2.10(d) and is revoked or extended in accordance herewith), therewith) or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency LIBOR Loan or any EURIBOR Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.18 or the CAM Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense (but not for any lost profit) attributable to such event. In the case of a Eurocurrency LoanSuch loss, the loss cost or expense 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 that such Lender which would pay for a deposit equal to have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate, LIBO Rate or the EURIBO Rate, as the case may be, that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from for such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn accrue on such principal amount for or the Discount Proceeds applicable to such period if such Lender were to invest such principal amount BA for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market 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 London or European interbank market. 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 shall be delivered to the Borrower 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 days after receipt thereof. Payments of any amounts due under this Section shall be without duplication of any payments required to be made under Section 2.14, 2.16 or 2.20. To the extent payment of any amount due under this Section is also required under one or more of Sections 2.14, 2.16 and 2.20, such payment will be due only under Section 2.16 or, if not within the scope of Section 2.16, under any one other Section as the payee may elect.

Break Funding Payments. (a) In the event of (ai) the payment of any principal of any Eurocurrency Loan or Fixed Rate Term Benchmark Loan other than on the last day of the an Interest Period therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of Default), (bii) the conversion of any Syndicated Eurocurrency Term Benchmark Loan other than on the last day of the an Interest Period therefor, (ciii) the failure to borrow, convert, continue or prepay any Syndicated Term Benchmark 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 is permitted to be revocable under Section 2.11(b2.10(f) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (eiv) the assignment as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Term Benchmark Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each affected Lender for the such Lender’s loss, cost and expense attributable to such eventevent (excluding loss of anticipated profits). In the case of a Eurocurrency Term Benchmark Loan, 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 of: (iA) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan referred to in clauses (i) through (iv) of this Section 2.15(a) denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Term Benchmark Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Relevant Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Currency for such Interest Period, over (iiB) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency (x) in the case of Term Benchmark Loans denominated in Dollars, from other banks in the eurocurrency market for the Relevant Rate or (y) in the case of any other Term Benchmark Loans, in the relevant interbank market for such Currency, in each case, at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event The Issuer agrees to indemnify each Purchaser Group and to hold each Purchaser Group harmless from any loss or expense which such Purchaser Group may sustain or incur as a consequence of (a) a change for any reason in the payment basis for calculation of interest on any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day portion of the Interest Period therefor (including as a result Purchaser Group Invested Amount with respect to such Purchaser Group from the cost of an Event of Default)Commercial Paper to the Alternate Base Rate or from the Adjusted LIBO Rate to the Alternate Base Rate, or (b) the conversion revocation or cancellation of any Syndicated Eurocurrency Loan other than on the last day notice of the Interest Period thereforSeries 2010-1 Initial Funding Date or any Increase given in accordance with the provisions of this Indenture Supplement or any decrease in the Increase Amount set forth therein, or (c) default by the failure to borrowIssuer in making a borrowing of, convert, continue conversion into or prepay any Syndicated Loan on continuation of a CP Tranche or a Eurodollar Tranche after the date specified in any Issuer has given irrevocable notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked requesting the same in accordance herewith)with the provisions of this Indenture Supplement, or (d) default by the failure to borrow Issuer in making any Competitive Loan prepayment in connection with a Decrease after accepting the Competitive Bid to make such Loan, Issuer has given irrevocable notice thereof in accordance with the provisions of Section 2.5 or (e) the assignment as a result making of a request by the Borrower pursuant to Section 2.19(b) repayment of any Syndicated Eurocurrency Loan portion of the Purchaser Group Net Investment with respect to such Purchaser Group (including, without limitation, any Decrease) prior to the termination of a CP Rate Period for a CP Tranche or a Eurodollar Period for a Eurodollar Tranche or on a date other than on a Payment Date or the last day date contained in a notice of Decrease delivered in accordance with the Interest Period therefor, then, in any such event, the Borrower provisions of Section 2.5. Such indemnification shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender the Non-Conduit Purchaser or the Funding Agent with respect to be its Related Purchaser Group and shall equal to (a) in the case of losses or expenses associated with a CP Tranche or a Eurodollar Tranche, either (x) the excess, if any, of (i) such Related Purchaser Group’s cost of funding the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan so prepaid or not so borrowed, converted or continued, for the period from the date of such paymentprepayment or of such failure to borrow, conversion, failure convert or assignment continue to the last day of the Interest CP Rate Period for such Loan or the Eurodollar Period (or, or in the case of a failure to borrow, convert or continue, the duration of CP Rate Period or the Interest Eurodollar Period that would have resulted from commenced on the date of such borrowingprepayment or of such failure), conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in as the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Periodmay be, over (ii) the amount of interest earned by such Related Purchaser Group upon redeployment of an amount of funds equal to the amount prepaid or not borrowed, converted or continued for a comparable period or (y) if such Related Purchaser Group is able to terminate the funding source before its scheduled maturity, any costs associated with such termination and (b) in the case of losses or expenses incurred by a Non-Conduit Purchaser or a Pooled Funding CP Conduit Purchaser, the losses and expenses incurred by such Non-Conduit Purchaser or Pooled Funding CP Conduit Purchaser in connection with the liquidation or reemployment of deposits or other funds acquired by such Non-Conduit Purchaser or Pooled Funding CP Conduit Purchaser as a result of the failure to make a borrowing, a reduction in the amount of any borrowing, a default in making a Decrease or the making of a Decrease in an amount or on a date not contained in a notice of Decrease; provided that any payments made by the Issuer pursuant to this subsection shall be made solely from funds available therefor pursuant to Section 5A.4(c), shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Issuer to the extent that such Lender would earn on funds are insufficient to make such principal amount for such period if such Lender were to invest such principal amount for such period at payment. This covenant shall survive the interest rate that would be bid by such Lender (or an affiliate termination of such Lender) for deposits denominated in Dollars from other banks in this Indenture Supplement and the eurocurrency market at Base Indenture and the commencement payment of such periodall amounts payable hereunder and thereunder. A certificate of as to any Lender setting forth any amount or additional amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered the foregoing sentence submitted by any Funding Agent on behalf of a Purchaser Group to the Borrower and Issuer shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(c) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b2.18(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at the commencement of such period. A certificate of any Lender setting forth any forth, in reasonable detail, the basis for determining such amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.. Credit Agreement

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by a Borrower pursuant to Section 2.18, 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, 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 that such Lender would pay for a deposit in Dollars equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at the commencement of such period. 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 shall be delivered to the applicable Borrower 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 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 the Interest Period 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 therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency London interbank market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrowborrow (unless such failure was caused by the failure of a Lender to make such Loan), convert, continue or prepay any Syndicated Eurodollar Loan, or the failure to convert an ABR Loan to a Eurodollar Loan, on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) 2.06 and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO LIBOR Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at 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 2.13 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days 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 the an Interest Period therefor applicable thereto (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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurocurrency Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency Eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified by the Borrower in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(d) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b2.16(b) or Section 2.12(e) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the its loss, cost and expense (excluding lost profits) attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate hereunder within 10 15 days after receipt thereofof any such certificate.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Facility A Loan, Facility B Loan or Fixed Rate Loan (including any Term Loan) other than on the last day of the an Interest Period therefor applicable thereto (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 therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(b) hereof and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ec) the assignment as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by Borrower pursuant to Section 2.16(b) hereof, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Facility A Loan, Facility B Loan or Term Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Facility A Loan, Facility B Loan (including any Term Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowingFacility A Loan, Facility B Loan or Term Loan, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO LIBOR Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate Affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency LIBOR Rate market at the commencement of such periodperiod (“LIBOR Breakage”). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof, or allow such Lender to advance against Facility A accordingly, provided availability exists.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of a payment to a Lender in connection with Section 2.19), (b) the conversion of any Fixed Rate Loan other than on the last day of the Interest Period 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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 2.11(b2.10(d) and is revoked in accordance herewiththerewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Fixed Rate Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by a Borrower pursuant to Section 2.18, then, in any such event, the Borrower Company shall compensate (or shall cause any other applicable Borrower to compensate) each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Fixed Rate Loan, the loss such loss, cost or expense 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 that such Lender which would pay for a deposit equal to have accrued on the principal amount of such Loan had such event not occurred, at the Fixed Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest PeriodLoan), over (ii) the amount of interest that such Lender which would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market would bid were it to bid, at the commencement of such period, for deposits in Dollars or in the applicable Foreign Currency of a comparable amount and period from other banks in the applicable market utilized to determine the related Fixed Rate, (iii) any loss incurred in liquidating or closing out any foreign currency contract, and (iv) any loss arising from any change in the value of Dollars in relation to any Loan made in a Foreign 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 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay (or shall cause any other applicable Borrower to pay) such Lender the amount shown as due on any such certificate within 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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.13(b) and is revoked in accordance herewith), or (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 Borrower SCA pursuant to Section 2.19(b2.21(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower relevant Account Parties (in the case of clauses (a), (b) and (c) above) and SCA (in the case of clause (d) above) shall compensate each Lender for the loss, cost and expense loss attributable to such event. In the case of a Eurocurrency Loan, the The loss to any Lender attributable to any such event shall be deemed to include be an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over OVER (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at the commencement of such period. A certificate of any Lender setting forth such Lender's good faith determination of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower relevant Account Party (or the Account Parties, as the case may be) and shall be conclusive absent manifest error. The Borrower relevant Account Party (or the Account Parties, as the case may be) shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofthereof by such Account Party or the Account Parties, as the case may be.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.8(b) and is revoked in accordance herewith), (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period 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 an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(d) and is revoked in accordance herewiththerewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefortherefor as a result of a request by the Company pursuant to Section 2.16, 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 Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal Credit Agreement amount for such period at the interest rate that would be bid by such Lender (or an affiliate Affiliate of such Lender) for deposits denominated in Dollars the relevant Currency from other banks in the eurocurrency Eurocurrency market at 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 shall be delivered to the applicable Borrower and (if such Borrower is not the Company) the Company and shall be conclusive absent manifest error. The Such Borrower shall pay such Lender the amount shown as due on any such certificate within 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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(c) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, the loss to any Lender attributable to any such event shall be deemed to include an be the amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit in Dollars equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at the commencement of such periodperiod (it being understood that, in the case of Time Warner, the interest rate for such period shall be equal to the Adjusted LIBO Rate in effect two Business Days prior to the date of such payment, conversion, failure or assignment). 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(c) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate Affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.manifest

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Non-ABR Loan other than on the last day of the Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Non-ABR Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.15, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Non- ABR Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Eurodollar Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) EURIBOR Rate, as applicable, for such Interest Period, over (ii) the amount of interest (as reasonably determined by such Lender) that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars the relevant currency from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 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 the an Interest Period 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 an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(c) and is revoked in accordance herewith) (other than as a result of Section 2.13), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ed) the assignment as a result of a request by the Borrower Company pursuant to Section 2.19(b2.18(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 currency for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such currency from other banks in the eurocurrency market at the commencement of such period. A certificate of any Lender setting forth in reasonable detail the basis for and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate within 10 20 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or Fixed Rate an optional or mandatory prepayment of Loans), (b) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period 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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 2.11(b2.10(b) and is revoked in accordance herewith), therewith) or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.20, then, in any such event, the Borrower Borrowers shall compensate each Lender for the lossloss (other than any loss of anticipated profits), cost and expense attributable to such event. In the case of a Eurocurrency Term Benchmark Loan, the such loss (other than any loss of anticipated profits), cost or expense 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 that such Lender which would pay for a deposit equal to 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 payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest PeriodLoan), over (ii) the amount of interest that such Lender which would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(c) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b2.16(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that Credit Agreement would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor (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 Syndicated Eurocurrency Loan other than on prior to the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(c) and is revoked in accordance herewith) (other than as a result of Section 2.13), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ed) the assignment as a result of a request by the Borrower Company pursuant to Section 2.19(b2.18(b) of any Syndicated Eurocurrency Loan other than on prior to the last day of the an Interest Period therefor, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 currency for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such currency from other banks in the eurocurrency market at the commencement of such period. A certificate of any Lender setting forth in reasonable detail the basis for and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate within 10 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 Alternative Currency Loan other than on the last day of the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Loan or Alternative Currency Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.11(c) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan or Alternative Currency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan or an Alternative Currency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Eurocurrency Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Alternative Currency Term Rate (in the case of a Competitive Eurocurrency Loan) for such Currency for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency from other banks in the eurocurrency eurocurrencyoffshore interbank market for such Currency at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.. Page

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 the an Interest Period 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 an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(d) and is revoked in accordance herewiththerewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefortherefor as a result of a request by the Company pursuant to Section 2.16, 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 Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate Affiliate of such Lender) for deposits denominated in Dollars the relevant Currency from other banks in the eurocurrency Eurocurrency market at 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 shall be delivered to the applicable Borrower and (if such Borrower is not the Company) the Company and shall be conclusive absent manifest error. The Such Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Absolute Rate Loan other than on the last day of the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Absolute Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the ---------------------- payment of any principal of the Term Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or any Eurocurrency right pursuant to Sections 5.05 or 5.11), (b) the failure to borrow or prepay the Term Loan on the date specified in any notice delivered pursuant hereto or Fixed Rate (c) the assignment of the Term Loan other than on the last day of the Interest Period 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 therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.11, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LoanSuch loss, the loss cost or expense to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excessportion of the principal balance of the Term Loan being so prepaid, if any, of (i) the amount of multiplied by a per annum interest that such Lender would pay for a deposit rate equal to ---------- -- the difference between the then applicable LIBO Rate and the 360-day equivalent interest yield, as adjusted to reflect interest payments on a monthly basis (the "Reinvestment Rate"), on any U.S. Government Treasury obligations selected by ----------------- the Lender, in its sole and absolute discretion, in an aggregate amount comparable to the portion of the principal amount balance of such the Term Loan for the period from the date of such paymentbeing so prepaid, conversion, failure or assignment and with maturities comparable to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal period relating to the Adjusted LIBO Rate (in applicable to the case portion of the principal balance of the Term Loan being so prepaid, calculated over a Syndicated Eurocurrency Loan) or period of time from and --------------- including the date of prepayment to, but not including, the last day of such period. If the LIBO Rate (in applicable to the case portion of a Competitive Eurocurrency Loan) for such Interest Periodthe principal balance of the Term Loan being so prepaid is equal to or less than the Reinvestment Rate, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would no prepayment premium, nor any rebate, shall be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market at the commencement of such perioddue. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section Section, and a brief explanation of such amounts which are due, including reasonably detailed information regarding the method and calculation of such amounts, shall be delivered to the Borrower by the Administrative Agent and shall be conclusive absent manifest errorprima facie evidence that such amounts are ----- ----- due, it being agreed that: (i) the calculation of such prepayment premium may be based on any U.S. Government Treasury obligations selected by the Lenders, in their sole and absolute discretion, and (ii) no Lender shall be obligated or required to have actually reinvested the prepaid portion of the principal balance of the Term Loan in any such U.S. Government Treasury obligations as a condition precedent to the Borrower being obligated to pay a prepayment premium calculated as aforesaid. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof. If the Borrower disputes the amount required to be so paid, such amount shall, nevertheless, be paid on such tenth (10th) Business Day, subject to the Borrower's right to a refund of the disputed amount, if the Borrower's claim for a refund is successful.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any 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 pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the 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, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.11(c) and is revoked in accordance herewith), ) or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period 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 an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loanhereto, or (ed) the assignment as a result of a request by the Borrower pursuant to Section 2.19(b2.16(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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) LIBOR for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at 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 2.13 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(b) and is revoked in accordance herewith), ) or (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 Borrower pursuant to Section 2.19(b2.16(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense loss (other than anticipated profits) attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at the commencement of such period. A certificate of any Lender setting forth in reasonable detail any amount or amounts (and the basis therefor) that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 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 the an Interest Period therefor 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 Syndicated Eurocurrency Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the conversion of any Multicurrency Loan to a dollar denominated Loan pursuant to any Section of this Agreement, (d) the failure to borrow, convert, continue or prepay any Syndicated Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(d) and is revoked in accordance herewith), (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 other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such eventevent (and in the case of any conversion of Multicurrency Loans to dollar Loans, such loss, cost or expense shall also include any loss, cost or expense sustained by a Eurocurrency Lender as a result of such conversion). In the case of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal equal, except as otherwise provided in the final parenthetical in the preceding sentence, to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan (and in the same currency as such Loan) for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars the same currency from other banks in the eurocurrency eurodollar market at 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 Section, and setting forth in reasonable detail the calculation used by such Lender to determine such amount or amounts shall be delivered to the Borrower and shall be conclusive presumed correct absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate under this Section within 10 days after receipt thereofof the relevant certificate; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts under this Section 2.15 incurred more than 180 days prior to the date that such Lender notifies the Borrower of such amount 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 Eurodollar Loan or Fixed Rate Loan other than on the last day of the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), (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 Borrower Company pursuant to Section 2.19(b2.18(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefortherefor or of any Competitive Loan, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a Syndicated Eurocurrency Eurodollar Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Eurodollar Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The relevant Borrower shall pay such Lender the amount shown as due on any such certificate within 10 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 other than on the last day of an Interest Period applicable thereto, (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period 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 therefor, applicable thereto or (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period thereforhereto, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, conversion or failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered by such Lender to the Borrower (with a copy to the Administrative Agent) and shall be conclusive absent manifest error. The Borrower shall pay such Lender constitute prima facie evidence of the correctness of the ----- ----- amount shown as due on any such certificate within 10 days after receipt thereofclaimed.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan Eurodollar Term Loan, other than on the last day of the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Loan Eurodollar Term Loan, other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.8(a) and is revoked in accordance herewith), ) or (d) the failure to borrow assignment of any Competitive Eurodollar Term Loan after accepting of the Competitive Bid to make such LoanBorrower, or (e) other than on the assignment last day of an Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Term Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Term Loan for the period from the date of such payment, conversion, continuation, failure or assignment to the last day of the then current Interest Period for such Term Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Eurodollar Rate Loan other than on the last day of the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Rate Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Rate Loan after accepting other than on the Competitive Bid to make such Loan, or (e) the assignment last day of an Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.19(b) of 2.18 (excluding, in each case, any Syndicated Eurocurrency Loan other than such event occurring on the last day of the Interest Period thereforSpringing Date), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Rate Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Eurodollar Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market at the commencement of such period. The Borrower shall not be responsible for losses described in this Section 2.14 arising more than six (6) months prior to its receipt of notice of such determination by the respective Lender requesting compensation for such loss. Such notice, to be effective, shall be accompanied by a calculation of such losses in reasonable detail. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.14 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), ) or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.19, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include consist of (in addition to any conversion losses) an amount determined by such Lender to be equal equal, except as otherwise provided in the final parenthetical in the preceding sentence, to the excess, if any, of (i1) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan (and in dollars) for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii2) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower Company and shall be conclusive presumed correct absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate under this Section within 10 days after receipt thereofof the relevant certificate.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan (except a Daily Floating Eurodollar Loan) other than on the last day of the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan (except a Daily Floating Eurodollar Loan) other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(b) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) 2.17 of any Syndicated Eurocurrency Eurodollar Loan (except a Daily Floating Eurodollar Loan) other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan (other than a Daily Floating Eurodollar Loan), 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrowborrow (unless such failure was caused by the failure of a Lender to make such Loan), convert, continue or prepay any Syndicated Eurodollar Loan, or the failure to convert an ABR Loan to a Eurodollar Loan, on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) 2.08 and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.18, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO LIBOR Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at 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 2.15 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate within 10 days ten (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 the an Interest Period therefor (including as a result of an Event of Default), ) (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the an Interest Period therefortherefor as a result of a request by either Borrower pursuant to Section 2.18, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The Such Borrower shall pay such Lender the amount shown as due on any such certificate within 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 the an Interest Period therefor applicable thereto (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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), ) or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.19, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include consist of (in addition to any conversion losses) an amount determined by such Lender to be equal equal, except as otherwise provided in the final parenthetical in the preceding sentence, to the excess, if any, of (i1) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan (and in dollars) for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii2) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower Company and shall be conclusive presumed correct absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate under this Section within 10 days after receipt thereofof the relevant certificate.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(c) and is revoked in accordance herewiththerewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (ed) the assignment as a result of a request by the Borrower pursuant to Section 2.19(b2.18(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the lossloss (other than the portion thereof attributable to Applicable Margin), cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure Credit Agreement or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(a) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.. Credit Agreement 50 - 44 -

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 the an Interest Period therefor (including as a result of an Event of Default), ) (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the an Interest Period therefortherefor as a result of a request by either Borrower pursuant to Section 2.17, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The Such Borrower shall pay such Lender the amount shown as due on any such certificate within 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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit in Dollars equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency Eurodollar market at the commencement of such period. 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(c) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period 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 an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.11(d) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Eurocurrency Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Currency for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.. 50 509265-1574-14872-Active.18681323.8

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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(c) and is revoked in accordance herewith), (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 Borrower Company pursuant to Section 2.19(b2.18(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefortherefor or of any Competitive Loan, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a Syndicated Eurocurrency Eurodollar Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Eurodollar Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for U.S. Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 Credit Agreement Section shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The relevant Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event AFC-II agrees to indemnify each Purchaser Group and to hold each Purchaser Group harmless from any loss or expense which such Purchaser Group may sustain or incur as a consequence of (a) the payment failure by AFC-II to accept any Increase after AFC-II has given irrevocable notice requesting the same in accordance with the provisions of any principal this Supplement, (b) the conversion into or continuation of any Eurocurrency Loan a CP Tranche or Fixed Rate Loan a Eurodollar Tranche that occurs other than on the last day of the Interest applicable CP Rate Period 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 thereforor Eurodollar Period, (c) default by AFC-II in making any prepayment in connection with a Decrease after AFC-II has given irrevocable notice thereof in accordance with the failure provisions of Section 2.5 or (d) the making of a prepayment of a CP Tranche or a Eurodollar Tranche (including, without limitation, any Decrease) prior to borrowthe termination of the CP Rate Period for such CP Tranche or the Eurodollar Period for such Eurodollar Tranche, convertas the case may be, continue or prepay any Syndicated Loan the making of a Decrease on the a date other than as specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other Decrease or in a greater amount than on the last day of the Interest Period therefor, then, contained in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case notice of a Eurocurrency Loan, the loss to any Lender attributable to any such event Decrease. Such indemnification shall be deemed to include an amount determined by the Funding Agent with respect to such Lender to be Purchaser Group and shall -65- equal to (a) in the case of the losses or expenses associated with a CP Tranche or a Eurodollar Tranche, either (x) the excess, if any, of (i) such Purchaser Group's cost of funding the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan so prepaid or not so borrowed, converted or continued, for the period from the date of such paymentprepayment or of such failure to borrow, conversion, failure convert or assignment continue to the last day of the Interest CP Rate Period for such Loan or the Eurodollar Period (or, or in the case of a failure to borrow, convert or continue, the duration of CP Rate Period or the Interest Eurodollar Period that would have resulted from commenced on the date of such borrowingprepayment or of such failure), conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in as the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Interest Periodmay be, over (ii) the amount of interest earned by such Purchaser Group upon redeployment of an amount of funds equal to the amount prepaid or not borrowed, converted or continued for a comparable period or (y) if such Purchaser Group is able to terminate the funding source before its scheduled maturity, any costs associated with such termination and (b) in the case of the losses or expenses incurred by a Pooled Funding CP Conduit Purchaser, the losses and expenses incurred by such Pooled Funding CP Conduit Purchaser in connection with the liquidation or reemployment of deposits or other funds acquired by such Pooled Funding CP Conduit Purchaser as a result of the failure to accept an Increase, a default in the making of a Decrease or the making of a Decrease in an amount or on a date not contained in a notice of a Decrease. Notwithstanding the foregoing, any payments made by AFC-II pursuant to this subsection shall be made solely from funds available in the Series 2002-4 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against AFC-II to the extent that such Lender would earn on funds are insufficient to make such principal amount for such period if such Lender were to invest such principal amount for such period at payment. This covenant shall survive the interest rate that would be bid by such Lender (or an affiliate termination of such Lender) for deposits denominated in Dollars from other banks in this Supplement and the eurocurrency market at Base Indenture and the commencement payment of such periodall amounts payable hereunder and thereunder. A certificate of as to any Lender setting forth any amount or additional amounts that such Lender is entitled to receive payable pursuant to this Section shall be delivered the foregoing sentence submitted by any Funding Agent on behalf of a Purchaser Group to the Borrower and AFC-II shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of the operation of Section 2.18), (b) the conversion of any Fixed Rate Loan other than on the last day of the Interest Period 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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 2.11(b2.10(d) and is revoked in accordance herewiththerewith), or (d) the failure to borrow assignment of any Competitive Fixed Rate Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.08 or Section 2.18, then, in any such event, the 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, the loss such loss, cost or expense to any Lender attributable to any such event shall be deemed to include include: (i) an amount determined by such Lender to be equal to the excess, if any, of (iA) the amount of interest that such Lender which would pay for a deposit equal to have accrued on the principal amount of such Loan had such event not occurred, at the Fixed Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest PeriodLoan), over (iiB) the amount of interest that such Lender which would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market would bid were it to bid, at the commencement of such period, for deposits in the applicable Available Currency of a comparable amount and period from other banks in the applicable market utilized to determine the related Fixed Rate; (ii) any loss incurred in liquidating or closing 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 shall be delivered to the Borrower Borrower, shall set forth the method of calculating such amount or amounts and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.12(b) and is revoked in accordance herewith), (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (but not loss of profit) attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. 1. . (a) In the event of (ai) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the an Interest Period therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of Default), (bii) the conversion of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, (ciii) the failure to borrow, convert, continue or prepay any Syndicated Eurocurrency 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 is permitted to be revocable under Section 2.11(b2.10(f) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (eiv) the assignment as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each affected Lender for the such Lender’s loss, cost and expense attributable to such eventevent (excluding loss of anticipated profits). In the case of a Eurocurrency Loan, 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 of: (iA) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan referred to in clauses (i) through (iv) of this Section 2.15(a) denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Eurocurrency Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Relevant Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Currency for such Interest Period, over (iiB) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency (x) in the case of Eurocurrency Loans denominated in Dollars, from other banks in the eurocurrency Eurocurrency market or (y) in the case of any other Eurocurrency Loans, in the relevant interbank market for such Currency, in each case, at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.[[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]]

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default, acceleration or Fixed Rate otherwise), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period 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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewiththerewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) last day of the assignment Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 (ix) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (iiy) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars dollar deposit from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Syndicated Eurocurrency Loan or Fixed Rate Loan other than on the last day of the an Interest Period 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 an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(e) and is revoked in accordance herewith), or (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 Borrower Borrowers pursuant to Section 2.19(b) 2.17 of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower respective Borrowers shall compensate each Lender Revolving Credit or Incremental Lender, as applicable, for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Currency for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency from other banks in the eurocurrency market at the commencement of such period. A Payment under this Section shall be made upon request of a Lender delivered not later than five Business Days following the payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section accompanied by a certificate of any such Lender setting forth any the amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and Section, which certificate shall be conclusive absent manifest error. The respective Borrower shall pay such Lender the amount shown as due on any such certificate within 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 the Interest Period 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 therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.11(c) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Currency (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate for such Currency (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.08(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) the assignment last day of an Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount ---- of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.18, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate within 10 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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.11(c) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the 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, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate Affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency London interbank market at the commencement of such period. A certificate of any Lender delivered to the Company setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower 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 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 the an Interest Period therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of Default), (b) the conversion of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any 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 is permitted to be revocable under Section 2.11(b2.09(f) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each affected Lender for the loss, cost and expense attributable to such eventevent (excluding loss of anticipated profits). In the case of a Eurocurrency Loan, 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 i.the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the ii.the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market at the commencement of such period. A Payment under this Section shall be made upon request of a Lender delivered not later than ten Business Days following the payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section accompanied by a certificate of any such Lender setting forth any in reasonable detail the amount or amounts that such Lender is entitled to receive pursuant to this Section (provided that such Lender shall not be delivered required to the Borrower and disclose any confidential or pricing information or any other information prohibited to be disclosed by applicable law), which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days Business Days after receipt thereof. SECTION 2.16.

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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(c) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b2.17(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by Amended and Restated Credit Agreement such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate EurocurrencyTerm Benchmark Loan other than on the last day of the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency EurocurrencyTerm Benchmark Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and if such notice is revoked in accordance herewithherewith two Business Days or less before the specified effective date), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency EurocurrencyTerm Benchmark Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.18 or (e) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss (including foreign exchange loss), cost and expense (but not loss of profit) attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars or the applicable Alternative Currency from other banks in the eurocurrency Eurocurrency market at 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 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 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 the Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(c) and is revoked in accordance herewith), or (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 Borrower GEO pursuant to Section 2.19(b2.17(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period therefor, then, in any such event, GEO or the Borrower Borrowers, as applicable, shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at the commencement of such period. A certificate of any Lender setting forth any forth, in reasonable detail, the basis for determining such amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower GEO and shall be conclusive absent manifest error. The Borrower GEO or the Borrowers, as applicable, shall pay such Lender the amount shown as due on any such certificate within 10 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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any 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 pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 71 of 120 48 44 the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate SOFR Loan other than on the last day of the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency SOFR Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) 9.5 of any Syndicated Eurocurrency SOFR Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each a Lender for the loss, cost and expense attributable to such eventevent (but excluding any anticipated profits). In the case of a Eurocurrency SOFR Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continuecontinue a SOFR Loan, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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) Term SOFR for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market at 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 9.3 shall be delivered to the Borrower and the Administrative Agent, and such certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 ten days after receipt thereof. Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing, and except with regard to any voluntary prepayments hereunder or the events described in paragraphs (a) and (b) of Section 9.2, each Lender shall, unless otherwise requested by the Borrower, use reasonable efforts to minimize any such break funding payments by, among other things, not applying mandatory prepayments until the last day of an Interest Period so long as such Lender, in its sole discretion, does not determine that such efforts would be disadvantageous to such Lender.

Break Funding Payments. In the event of (a1) the payment of any principal of any Eurocurrency Loan or Fixed Rate Equity Amount other than on the last day of an Interest Period applicable thereto (including as result of an Event of Default), (2) the conversion of any Loan or Equity Amount other than on the last day of the Interest Period therefor (including as a result of an Event of Default)applicable thereto, (b) the conversion of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor, (c3) the failure to borrow, convert, continue or prepay any Syndicated Loan or Equity Amount on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e4) the assignment as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan or Equity Amount other than on the last day of the Interest Period therefor, applicable thereto as a result of a request by Lessee then, in any such event, the Borrower Lessee shall compensate each Lender Participant for the loss, cost costs and expense attributable to such event, including, without limitation, Break Costs and any costs associated Participation Agreement 9 with the termination by any Participant of any foreign currency exchange arrangements. In the case of a Eurocurrency Loan, the The loss to any Lender Participant attributable to any such event shall be deemed to include an amount determined by such Lender Participant to be equal to the excess, if any, of (i) the amount of interest that such Lender Participant would pay for a deposit equal to the principal amount of such Loan or Equity Amount for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan or Equity Amount (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender Participant would earn on such principal amount for such period if such Lender Participant were to invest such principal amount for such period at the interest rate that would be bid by such Lender Participant (or an affiliate Affiliate of such LenderParticipant) for dollar deposits denominated in Dollars from other banks in the eurocurrency an eurodollar market at the commencement of such period. A certificate of any Lender Participant setting forth any amount or amounts that such Lender Participant is entitled to receive pursuant to this Section Subsection shall be delivered to the Borrower Lessee and shall be conclusive absent manifest error. The Borrower Lessee shall pay such Lender Participant the amount shown as due on any such certificate within 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 Advance other than on the last day of the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Loan Advance other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan Advance on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(c) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b2.18(b) of any Syndicated Eurocurrency Loan Advance other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency LoanAdvance, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan Advance denominated in the Currency of such Advance for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan Advance (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Currency for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of a payment to a Lender in connection with Section 2.19), (b) the conversion of any Fixed Rate Loan other than on the last day of the Interest Period 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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to may be revocable revoked under Section 2.11(b2.10(d) and is revoked in accordance herewiththerewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Fixed Rate Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by a Borrower pursuant to Section 2.18, then, in any such event, the Borrower Company shall compensate (or shall cause any other applicable Borrower to compensate) each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Fixed Rate Loan, the loss such loss, cost or expense 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 that such Lender which would pay for a deposit equal to have accrued on the principal amount of such Loan had such event not occurred, at the Fixed Rate that would have been applicable to such Loan, for the period from the date of such payment, conversion, failure or assignment event to the last day of the then current Interest Period for such Loan therefor (or, in the case of a failure to borrow, convert or continue, for the duration of period that would have been the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest PeriodLoan), over (ii) the amount of interest that such Lender which would earn accrue on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by which such Lender (or an affiliate of such Lender) for deposits denominated in Dollars from other banks in the eurocurrency market would bid were it to bid, at the commencement of such period, for deposits in Dollars or in the applicable Foreign Currency of a comparable amount and period from other banks in the applicable market utilized to determine the related Fixed Rate, (iii) any loss incurred in liquidating or closing out any foreign currency contract, and (iv) any loss arising from any change in the value of Dollars in relation to any Loan made in a Foreign 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 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay (or shall cause any other CREDIT AGREEMENT, Page 39 applicable Borrower to pay) such Lender the amount shown as due on any such certificate within 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 the an Interest Period 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 an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.11(c) and is revoked in accordance herewith), or (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Eurocurrency Rate (in the case of a Syndicated Eurocurrency Loan) or the LIBO Rate (in the case of a Competitive Eurocurrency Loan) for such Currency for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars such Currency from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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 the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Company pursuant to Section 2.18, 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, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower 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 days after receipt thereof.

Break Funding Payments. In the event of of: (a) the payment of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Same Day Loan other than on the last day of the an Interest Period therefor applicable thereto (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith)hereto, (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the Interest Period thereforapplicable thereto as a result of a request by the Borrowers pursuant to subsections 2.5(b) or (c), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, the 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 that would have accrued to such Lender would pay for on the amount so paid or not borrowed, continued or converted at a deposit rate of interest equal to the principal amount of Eurodollar Rate for such Loan Eurodollar Loan, for the period from the date of such paymentpayment or failure to borrow, conversion, failure continue or assignment convert to the last day (x) in the case of a payment other than on the last day of the Interest Period for such Loan Loan, of the then current Interest Period for such Loan, or (or, y) in the case of a such failure to borrow, convert continue or continueconvert, the duration of the Interest Period that for such Loan which would have resulted from commenced on the date of such borrowingfailure to borrow, conversion continue or continuation) if the 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 Interest Periodconvert, over (ii) the amount of interest that which would have accrued to such Lender would earn on such principal amount by placing such amount on deposit for a comparable period with leading Lenders in the London interbank market. If a Lender becomes entitled to claim any amounts pursuant to this subsection 2.17, it shall promptly notify the Borrowers, through the Administrative Agent, of the event by reason of which it has become so entitled. A certificate as to any amounts payable pursuant to this subsection 2.17 and setting forth in reasonable detail the basis for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid claim, submitted by such Lender (or an affiliate of such Lenderthrough the Administrative Agent) for deposits denominated in Dollars from other banks in the eurocurrency market at 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 shall be delivered to the Borrower and Borrowers, shall be conclusive absent in the absence of manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days promptly after receipt thereof.. 2.18

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 the an Interest Period therefor applicable thereto (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 thereforapplicable thereto, (c) the failure to borrow, convert, continue or prepay any Syndicated Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.10(b) and is revoked in accordance herewith), (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 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 thereforapplicable thereto as a result of a request by a Borrower pursuant to either Section 2.18 or Section 13.02(d), then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event, including, without limitation, any costs associated with the termination by any Lender of any foreign currency exchange arrangements. In the case of a Eurocurrency Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the 46 41 duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The Such Borrower shall pay such Lender the amount shown as due on any such certificate within 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 the an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b) and is revoked in accordance herewith), or (d) the failure to borrow assignment of any Competitive Eurodollar Loan after accepting other than on the Competitive Bid to make such Loan, or (e) the assignment last day of an Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Loan other than on the last day of the Interest Period therefor2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.Borrower

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 the an Interest Period therefor (including as a result of an Event of DefaultDefault or as a result of the failure to satisfy the conditions precedent to the conversion of Syndicated Loans to Term Loans or Non-Extending Lender Term Loans set forth in Section 2.03(b)(i) or (ii), as the case may be) (b) the conversion of any Syndicated Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11(b2.09(b) and is revoked in accordance herewith), (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 Borrower pursuant to Section 2.19(b) of any Syndicated Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the an Interest Period therefortherefor as a result of a request by either Borrower pursuant to Section 2.17, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Eurodollar Loan, 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 that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the 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 Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits denominated in Dollars from other banks in the eurocurrency eurodollar market at 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 shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The Such Borrower 364-DAY CREDIT AGREEMENT shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.