Common use of Breakage Compensation Clause in Contracts

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Agent), a Credit Event of LIBOR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Loans pursuant to a request by the Borrowers under Section 3.9(d) hereof; or (vi) as a consequence of any other default by the Borrowers to repay its LIBOR Loans when required by the terms of this Agreement or any other election by the Borrowers pursuant to the terms hereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable any Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansFixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan) which such Lender may sustainhas incurred in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing, a Notice of Competitive Bid Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Fixed Rate Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Fixed Rate Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any affected Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Line Loans) which that such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event (A) Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Conversion or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementSection 2.6(a)) or (B) Borrowing of Swing Line Loans does not occur on a date specified therefor in a Notice of Borrowing, Continuation or Conversion; (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Eurodollar Loans occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any repayment or prepayment of any of its LIBOR Swing Line Loans occurs on a date that is not the maturity date thereof; (iv) if any prepayment of any of its Eurodollar Loans or Swing Line Loans, as the case may be, is not made on any date specified in a notice of prepayment given by the Borrowers; (ivv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under pursuant to Section 3.9(d) hereof2.8(b); or (vi) as a consequence of (x) any other default by the Borrowers to repay or prepay its LIBOR Eurodollar Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 2.6(b). In the case of any Eurodollar Loan, such loss, cost, expense or liability to any Lender shall be deemed to include (without duplication) an amount determined by such Lender to be the excess, if any, of (1) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (2) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other election by 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 Borrowers pursuant to and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the terms hereofamount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 5.01(a)); (iib) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its LIBOR SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (ivd) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof; 5.05 or (vie) as a consequence of (i) any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Loans when required by the terms of this Agreement or any other (ii) an election by the Borrowers made pursuant to Section 5.05. The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 Business Days after receipt thereof. The Borrower shall not be required to compensate a Lender pursuant to this Section 5.02 for any such amounts incurred more than 270 days prior to the date such Lender delivers the written request referenced herein to the Borrower; provided that, if the event giving rise to such losses, costs, expenses and liabilities is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Breakage Compensation. The Borrowers Each Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Fixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan, but excluding any loss of the Applicable Margin on such Loans) which such Lender may sustainsustain in connection with any of the foregoing: (i) if for any reason (other than a default by such Lender or the Global Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers such Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Fixed Rate Loans occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Dxxx applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowerssuch Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under such Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (x) any other default by the Borrowers such Borrower to repay or prepay its LIBOR Fixed Rate Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section (and a reasonable level of detail as to the terms hereofbasis of calculation of such amounts) shall be delivered to the Company and each other Borrower responsible therefor and shall be conclusive absent manifest error. Each Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Agent), a Credit Event of LIBOR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Loans pursuant to a request by the Borrowers under Section 3.9(d) hereof; or (vi) as a ​ ​ consequence of any other default by the Borrowers to repay its LIBOR Loans when required by the terms of this Agreement or any other election by the Borrowers pursuant to the terms hereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Term SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or Lender) borrowing of the Agent), a Credit Event of LIBOR Term SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request Loan (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementSection 3.1 hereof); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans Term SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Term SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersAdministrative Borrower; (iv) if as a result of an assignment by such Lender transfers its LIBOR Loans of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereof; Administrative Borrower or (viv) as a consequence of (A) any other default by the Borrowers to repay its LIBOR or prepay any Term SOFR Loans when required by the terms of this Agreement or any other (B) an election by the Borrowers made pursuant to Section 3.1 hereof. The written request of a Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.3 shall be delivered to the terms hereofAdministrative Borrower and shall be conclusive absent manifest error. The Borrowers shall pay the Administrative Agent the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Bank (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender Bank to fund its LIBOR Loans or Swing Line Loans) which such Lender Bank may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender Bank or the Agent), ) a Credit Event borrowing of LIBOR Loans or Swing Line Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request Loan (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementBorrower); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans Loan occurs on a date which that is not the last day of an Interest Period applicable theretothereto (provided that such compensation shall not be duplicative of any prepayment fee made pursuant to Section 2.4); (iii) if any prepayment of any of its LIBOR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such Lender transfers its as a result of an assignment by a Bank of any LIBOR Loans Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.9; or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its or prepay any LIBOR Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.9. The written request of any Bank setting forth any amount or amounts that such Bank is entitled to receive pursuant to this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Bank the terms hereofamount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Each Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Fixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan, but excluding any loss of the Applicable Margin on such Loans) which such Lender may sustainsustain in connection with any of the foregoing: (i) if for any reason (other than a default by such Lender or the Global Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers such Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Fixed Rate Loans occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Xxxx applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowerssuch Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under such Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (x) any other default by the Borrowers such Borrower to repay or prepay its LIBOR Fixed Rate Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section (and a reasonable level of detail as to the terms hereofbasis of calculation of such amounts) shall be delivered to the Company and each other Borrower responsible therefor and shall be conclusive absent manifest error. Each Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation, and supporting receipts or documentary evidence, if applicable), for all reasonable losses (including loss of profits)losses, expenses out-of-pocket and documented costs and expenses, and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or Lender) borrowing of the Agent), a Credit Event of LIBOR SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request Loan (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementSection 3.1 hereof); (iib) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its LIBOR SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (ivd) if as a result of an assignment by such Lender transfers its LIBOR Loans of any SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereof; or (vie) as a consequence of (i) any other default by the Borrowers to repay its LIBOR or prepay any SOFR Loans when required by the terms of this Agreement or any other (ii) an election by the Borrowers made pursuant to Section 3.1 hereof. The written request of a Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.3 shall be delivered to the terms hereofAdministrative Borrower and shall be conclusive absent manifest error. The Borrowers shall pay the Administrative Agent the amount shown as due on any such request within thirty (30) days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, expense cost, expenses or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Rate Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Agent), ) a Credit Event borrowing of LIBOR SOFR Rate Loans does not occur on a date specified therefor in a Loan Request or a Notice of Borrowing Continuation or Rate Conversion/Continuation Request Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded to be withdrawn or withdrawn ineffective pursuant to the terms of this Agreement); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans SOFR Rate Loan occurs on a date which that is not the last day of an Interest Period or Interest Payment Date applicable thereto; (iii) if any prepayment of any of its LIBOR SOFR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereof; Borrower in accordance herewith or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Rate Loans when required by the terms of this Agreement (collectively, “Breakage Costs”). The written request of any Lender setting forth any amount or any other election by the Borrowers amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within fifteen (15) days of receipt of written notice thereof, or such earlier date as may be required by this Agreement.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable the Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such the Lender to fund its LIBOR the Eurodollar Loans) which such the Lender may sustainsustain in connection with any of the following: (i) if for if, by reason of any reason (other than Default or withdrawal of a default by such Lender Notice of Borrowing or a Notice of Continuation or Conversion on the Agent)part of the Borrower, a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement)such Notice; (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR the Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Loans pursuant to a request by the Borrowers under Section 3.9(d) hereofBorrower; or (viiv) as a consequence of any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement Agreement. The written request of the Lender setting forth any amount or any other election by amounts that the Borrowers Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which that such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request Notice of Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this Agreementsection 2.10(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Eurodollar Loans occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such Lender transfers its LIBOR Eurodollar Loans pursuant to a request by the Borrowers Borrower under Section 3.9(dsection 2.12(b) hereof; or (viv) as a consequence of (x) any other default by the Borrowers Borrower to repay its LIBOR Eurodollar Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to section 2.10(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the terms hereofexcess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan, over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. 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 request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Term SOFR Rate Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Agent), a Credit Event of LIBOR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR Term SOFR Rate Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Term SOFR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Term SOFR Rate Loans pursuant to a request by the Borrowers under Section 3.9(d) hereof; or (vi) as a consequence of any other default by the Borrowers to repay its LIBOR Term SOFR Rate Loans when required by the terms of this Agreement or any other election by the Borrowers pursuant to the terms hereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LIBORTerm SOFR Rate Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Agent), a Credit Event of LIBOR LIBORTerm SOFR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR LIBORTerm SOFR Rate Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR LIBORTerm SOFR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR LIBORTerm SOFR Rate Loans pursuant to a request by the Borrowers under Section 3.9(d) hereof; or (vi) as a consequence of any other default by the Borrowers to repay its LIBOR LIBORTerm SOFR Rate Loans when required by the terms of this Agreement or any other election by the Borrowers pursuant to the terms hereof.. ​

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits), expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansFixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Foreign Currency Loan but excluding any administrative and/or processing fees) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate repayment or prepayment (whether voluntary or mandatory) or Conversion or Continuation or Rate Conversion of any of its LIBOR Fixed Rate Loans occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof; or (vi) as a consequence 3.05(b). The written request of any other default Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower within 30 Business Days of the incurrence by such Lender of such loss or liability provided for in this Section to be compensated by the Borrowers to repay its LIBOR Loans when required by Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the terms of this Agreement or amount shown as due on any other election by the Borrowers pursuant to the terms hereofsuch request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Without duplication of any amounts paid by Borrower under Section 3.4, Borrower shall compensate each applicable Bank (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender Bank to fund its LIBOR Loans or Swing Line Loans) which such Lender Bank may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender Bank or the Agent), ) a Credit Event borrowing of LIBOR Loans or Swing Line Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request Loan (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementBorrower); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such Lender transfers its as a result of an assignment by a Bank of any LIBOR Loans Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.9; or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its or prepay any LIBOR Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.9. The written request of any Bank setting forth any amount or amounts that such Bank is entitled to receive pursuant to this Section 3.8 shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Bank the terms hereofamount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event borrowing of LIBOR a SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing Loan or Rate Conversion/Continuation Request a continuation or conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers a Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.5 hereof); (iib) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its LIBOR SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (ivd) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof; 3.5 hereof or (vie) as a consequence of (i) any other default by the Borrowers to repay its LIBOR or prepay any SOFR Loans when required by the terms of this Agreement or any other (ii) an election by the Borrowers made pursuant to Section 3.5 hereof. The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.3 shall be delivered to the terms hereofAdministrative Borrower, together with a reasonably detailed calculation and description of such amounts, and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), Lender for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, expense cost, expenses or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Rate Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Agent), ) a Credit Event borrowing of LIBOR SOFR Rate Loans does not occur on a date specified therefor in a Loan Request or a Notice of Borrowing Continuation or Rate Conversion/Continuation Request Conversion (whether or not rescinded such Loan Request or withdrawn Notice of Continuation or Conversion is revoked by or on behalf of the Borrowers Borrower or deemed rescinded to be revoked or withdrawn ineffective pursuant to the terms of this Agreement); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans SOFR Rate Loan occurs on a date which that is not the last day of an Interest Period or Interest Payment Date applicable thereto; (iii) if any prepayment of any of its LIBOR SOFR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; or (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereof; or Borrower in accordance herewith (vi) as a consequence collectively, “Breakage Costs”). A certificate of any other default Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower by the Borrowers Agent and shall be conclusive absent manifest error. The Borrower shall pay all Breakage Costs required to repay its LIBOR Loans when be paid by it pursuant to this Agreement within fifteen (15) days from receipt of any such certificate, or such earlier date as may be required by the terms of this Agreement or any other election by the Borrowers pursuant to the terms hereofAgreement.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansFixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations 50 Credit Agreement incurred by such Lender in connection with any Foreign Currency Loan) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate repayment or prepayment (whether voluntary or mandatory) or Conversion or Continuation or Rate Conversion of any of its LIBOR Fixed Rate Loans occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof; or (vi) as a consequence 3.05(b). The written request of any other default by the Borrowers Lender setting forth any amount or amounts that such Lender is entitled to repay its LIBOR Loans when required by the terms of this Agreement or any other election by the Borrowers receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Each Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Fixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan, but excluding any loss of the Applicable Margin on such Loans) which such Lender may sustainsustain in connection with any of the foregoing: (i) if for any reason (other than a default by such Lender or the Global Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Continuation or Rate Conversion/Continuation Request Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers such Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Fixed Rate Loans occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Xxxx applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowerssuch Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under such Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (x) any other default by the Borrowers such Borrower to repay or prepay its LIBOR Fixed Rate Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section (and a reasonable level of detail as to the terms hereofbasis of calculation of such amounts) shall be delivered to the Company and each other Borrower responsible therefor and shall be conclusive absent manifest error. Each Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Without duplication of any amounts paid by Borrower under Section 3.4, Borrower shall compensate each applicable Bank (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and NAI-1502980324v12 liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender Bank to fund its LIBOR Loans or Swing Line Loans) which such Lender Bank may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender Bank or the Agent), ) a Credit Event borrowing of LIBOR Loans or Swing Line Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request Loan (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementBorrower); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such Lender transfers its as a result of an assignment by a Bank of any LIBOR Loans Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.9; or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its or prepay any LIBOR Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.9. The written request of any Bank setting forth any amount or amounts that such Bank is entitled to receive pursuant to this Section 3.8 shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Bank the terms hereofamount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable any Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansFixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan) which such Lender may sustainhas incurred in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing, a Notice of Competitive Bid Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01 (a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Fixed Rate Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Fixed Rate Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any affected Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable any Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansFixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan, but excluding any loss of anticipated profits) which such Lender may sustainhas incurred in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate a Notice of Continuation or Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Fixed Rate Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Fixed Rate Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any affected Lender setting forth the terms hereofcomputation, in reasonable detail, 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 request within 30 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansFixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Foreign Currency Loan) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate repayment or prepayment (whether voluntary or mandatory) or Conversion or Continuation or Rate Conversion of any of its LIBOR Fixed Rate Loans occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof; or (vi) as a consequence 3.05(b). The written request of any other default by the Borrowers Lender setting forth any amount or amounts that such Lender is entitled to repay its LIBOR Loans when required by the terms of this Agreement or any other election by the Borrowers receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Term SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or Lender) borrowing of the Agent), a Credit Event of LIBOR Term SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request Loan (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementSection 3.1 hereof); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans Term SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Term SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersAdministrative Borrower; (iv) if as a result of an assignment by such Lender transfers its LIBOR Loans of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereof; Administrative Borrower or (viv) as a consequence of (A) any other default by the Borrowers to repay its LIBOR or prepay any Term SOFR Loans when required by the terms of this Agreement or any other (B) an election by the Borrowers made pursuant to Section 3.1 hereof. The written request of a Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.3 shall be delivered to the terms hereofAdministrative Borrower and shall be conclusive absent manifest error. The Borrowers shall pay the Administrative Agent the amount shown as due on any such request within ten (10) days after receipt thereof. Section 3.4.

Breakage Compensation. The Borrowers applicable Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits), expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansFixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Foreign Currency Loan but excluding any administrative and/or processing fees) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers a Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate repayment or prepayment (whether voluntary or mandatory) or Conversion or Continuation or Rate Conversion of any of its LIBOR Fixed Rate Loans occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowersa Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by a Borrower pursuant to Section 3.05(b). The written request 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 Borrowers under within 30 Business Days of the incurrence by such Lender of such loss or liability provided for in this Section 3.9(d) hereof; or (vi) as a consequence of any other default to be compensated by the Borrowers to repay its LIBOR Loans when required by and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the terms of this Agreement or amount shown as due on any other election by the Borrowers pursuant to the terms hereofsuch request within 10 days after receipt thereof.