Common use of Compensation for Breakage or Non-Commencement of Interest Periods Clause in Contracts

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits (including, without duplication, any loss of the Applicable Margin on the relevant Loans)) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that . A certificate of such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any the amount or amounts that such Lender is entitled to receive pursuant to payable under this Section 2.15(c), which certificate 2.14(c) shall be delivered to Borrower and shall be conclusive and binding absent manifest error. The Borrower , and such amount or amounts shall pay such Lender the amount shown as due on any such certificate be payable within 10 ten (10) days after Borrower’s receipt thereofof such certificate.

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate each Lender, upon written request by that Lender pursuant to subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Revolving Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether or not such notice may be rescinded circumstances described in accordance with the terms hereof, (iiisubsection 2.6C) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its Eurodollar Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, whether if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not such notice may be rescinded in accordance with the terms hereofso borrowed, the Borrower shall compensate each Lender for all lossesconverted or continued, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such payment, assignment prepayment or conversion or any of such failure to borrow, payconvert or continue to the last day of such Interest Period (or, prepayin the case of a failure to borrow, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein (excluding, however, the Eurodollar Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay on such Lender amount by placing such amount on deposit for a comparable period with leading banks in the amount shown as due on any such certificate within 10 days after receipt thereofinterbank Eurodollar market.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin or any interest rate “floor” for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin or any interest rate “floor”, for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain in the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) the assignment of any Eurodollar Rate Loan is assigned occurs other than on the last day of an Interest Period applicable thereto as a result of Section 2.23(e) or a request by the Borrower pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower. Such loss, whether cost, expense or not such notice may liability to any Lender shall be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that deemed to include an amount determined by such Lender may sustainto be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurodollar Rate that would have been applicable to such Loan (but not including any loss incurred from obtainingthe Applicable Margin applicable thereto), liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continue, for the period that would have been the Interest Period for such Loan), over (B) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the London interbank market. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Loans, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Loans prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Loans due to impracticability or illegality under Sections 3.8(c) and 3.8(d)) a borrowing or a conversion to or continuation of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar Rate Loan does not occur of Borrower’s LIBOR Loans occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Loan. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender immediately notify Borrower’s account officer at Bank if any of the amount shown as due on any such certificate within 10 days after receipt thereofsituations described in (ii) above occur.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that of (ia) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Eurocurrency Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ivb) the conversion of any Eurodollar Eurocurrency Rate Loan occurs on a day other than on the last day of an the Interest Period applicable thereto, (vc) the failure to borrow, convert, continue or prepay any Eurodollar Eurocurrency Rate Loan is assigned on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Rate Loan other than on the last day of an the Interest Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor 2.18, then, in any notice of prepayment given by the Borrowersuch event, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all lossesthe loss, costscost and expense attributable to such event. Such loss, expenses and liabilities that cost or expense to any Lender shall be deemed to be the amount determined by such Lender may sustainto be the excess, including any loss incurred from obtainingif any, liquidating or employing losses from third partiesof (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, but excluding any loss of margin at the Adjusted LIBOR that would have been applicable to such Loan, for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continuecontinue a Eurocurrency Rate Loan 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 deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market. To request compensation under this Section 2.15(c), a A certificate of any Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), 2.15 and the basis therefor and setting forth in reasonable detail the manner in which certificate such amount or amounts was determined shall be delivered to such Borrower and shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In From and after the event that (i) a borrowing Interest Commencement Date, the Borrower of any Eurodollar Rate Loan does not occur on a date specified therefor in Class shall compensate each Lender of such Class, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any Funding Notice (interest paid or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Term Loan Lender in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance connection with the terms hereofliquidation or re-employment of such funds but excluding loss of anticipated profits (including, without duplication, any loss of the Applicable Margin on the relevant Loans)) which such Lender may sustain: (iii) if for any reason (other than a default by such Lender) a conversion to or continuation of any Eurodollar Rate Loan of such Class does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans of such Class occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any of its Eurodollar Rate Loan does Loans of such Class is not occur made on a any date specified therefor in any a notice of prepayment given by the any Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that . A certificate of such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any the amount or amounts that such Lender is entitled to receive pursuant to payable under this Section 2.15(c), which certificate 2.14(c) shall be delivered to each Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. The Borrower , and such amount or amounts shall pay such Lender the amount shown as due on any such certificate be payable within 10 ten (10) days after Borrowers’ receipt thereofof such certificate.

Compensation for Breakage or Non-Commencement of Interest Periods. In Each applicable Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain in the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Company on behalf of such Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Company on behalf of such Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) the assignment of any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the BorrowerCompany, whether or not such notice may be rescinded in accordance with the terms hereof. Such loss, the Borrower cost, expense or liability to any Lender shall compensate each Lender for all losses, costs, expenses and liabilities that be deemed to include an amount reasonably determined by such Lender may sustainto be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurodollar Rate that would have been applicable to such Loan (but not including any loss incurred from obtainingthe Applicable Rate applicable thereto), liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continue, for the period that would have been the Interest Period for such Loan), over (B) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for US Dollar deposits of a comparable amount and period from other banks in the London interbank market. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower Company a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(c), which certificate shall be conclusive and binding absent manifest error. The Each applicable Borrower shall pay such Lender the amount or amounts shown as due on any such certificate within 10 30 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Advances, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Advances prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Advances due to impracticability or illegality under Sections 3.8(c) and 3.8(d)) a borrowing or a conversion to or continuation of any Eurodollar Rate Loan LIBOR Advance does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar Rate Loan does not occur of Borrower’s LIBOR Advances occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Advance. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender immediately notify Borrower’s account officer at Bank if any of the amount shown as due on any such certificate within 10 days after receipt thereofsituations described in (ii) above occur.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that of (ia) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ivb) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an the Interest Period applicable thereto, (vc) the failure to borrow, convert, continue or prepay any Eurodollar Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked and is assigned revoked in accordance therewith), or (d) the assignment of any Eurodollar Rate Loan other than on the last day of an the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor 2.20, then, in any notice of prepayment given by the Borrowersuch event, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all lossesthe loss, costscost and expense attributable to such event. In the case of a Eurodollar Rate Loan, expenses and liabilities that such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender may sustainto be the excess, including any loss incurred from obtainingif any, liquidating or employing losses from third partiesof (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, but excluding any loss of margin at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be delivered to Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin or any interest rate “floor”, for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrowers shall compensate Bank, upon written request by Bank (which request shall set forth the event that manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Advances, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Advances prior to the last day of the applicable Interest Period, any amount by which (i) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (ii) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (A) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Advances due to impracticability or illegality under Sections 3.8(c) and 3.8(d)) a borrowing or a conversion to or continuation of any Eurodollar Rate Loan LIBOR Advance does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion/Continuation, as the case may be, or (B) if for any Funding Notice reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur of Borrowers’ LIBOR Advances occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of to that Advance; provided that any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request payments made by the Singapore Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c)3.7(c) shall only be for any loss, which certificate cost or expense incurred by Bank related to the Singapore Utilization. Bank’s determination as to such amount shall be conclusive and binding absent manifest error. The Borrower Borrowers shall pay such Lender immediately notify Borrowers’ account officer at Bank if any of the amount shown as due on any such certificate within 10 days after receipt thereofsituations described in (B) above occur.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Term SOFR Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Term SOFR Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Term SOFR Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Term SOFR Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Term SOFR Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Term SOFR Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin or any interest rate “floor” for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.17(d), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(d), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate each Lender, upon written request by that Lender pursuant to subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its applicable Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re-employment of such funds or from fees payable to terminate the deposits from which such funds were obtained) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Revolving Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether circumstances described in subsection 2.6C or not such notice may be rescinded in accordance with the terms hereof, (iiiparagraph following subsection 8.14) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its Eurodollar Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, whether if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not such notice may be rescinded in accordance with the terms hereofso borrowed, the Borrower shall compensate each Lender for all lossesconverted or continued, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such payment, assignment prepayment or conversion or any of such failure to borrow, payconvert or continue to the last day of such Interest Period (or, prepayin the case of a failure to borrow, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein (excluding, however, the Eurodollar Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay on such Lender amount by placing such amount on deposit for a comparable period with leading banks in the amount shown as due on any such certificate within 10 days after receipt thereofinterbank Eurodollar market.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain in the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) of any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) of the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) of the assignment of any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower. Such loss, whether cost, expense or not such notice may liability to any Lender shall be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that deemed to include an amount determined by such Lender may sustainto be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurodollar Rate that would have been applicable to such Loan (but not including any loss incurred from obtainingthe Applicable Margin applicable thereto), liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continue, for the period that would have been the Interest Period for such Loan), over (B) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the London interbank market. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c)paragraph, which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar BSBY Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Company shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain in the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower Company (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the BorrowerCompany, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) the assignment of any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the BorrowerCompany, whether or not such notice may be rescinded in accordance with the terms hereof. Such loss, the Borrower cost, expense or liability to any Lender shall compensate each Lender for all losses, costs, expenses and liabilities that be deemed to include an amount reasonably determined by such Lender may sustainto be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurodollar Rate that would have been applicable to such Loan (but not including any loss incurred from obtainingthe Applicable Rate applicable thereto), liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continue, for the period that would have been the Interest Period for such Loan), over (B) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for US Dollar deposits of a comparable amount and period from other banks in the London interbank market. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower Company a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(c), which certificate shall be conclusive and binding absent manifest error. The Borrower Company shall pay such Lender the amount or amounts shown as due on any such certificate within 10 30 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Any Borrower having borrowed, or having delivered a Notice of Borrowing or a Notice of Conversion/ Continuation to request to borrow, convert or continue, any Eurodollar Rate Loan, Bank Bill Swap Rate Loan or Gold Loan shall compensate each Lendex, upon written request by that Lender (which request shall set forth the event basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by that Lender to lenders of funds (or Gold in the case of Gold Loans) borrowed by it to make or carry its Eurodollar Rate Loans, Bank Bill Swap Rate Loans or Gold Loans, as the case may be) (incxxxxng loss of anticipated profits) sustained by that Lender in connection with the liquidation or re-employment of such funds (or Gold), which that Lender may sustain: (i) if for any reason (other than a default by that Lender) the borrowing of any the Eurodollar Rate Loan, Bank Bill Swap Rate Loan does or Gold Loan requested by such Borrower xxxx not occur on a date specified therefor in any Funding such Notice (of Borrowing or any a telephonic request for a borrowing) given by , or the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation requested by such Borrower of any Eurodollar Rate Loan, Bank Bill Swap Rate Loan or Gold Loan does not occur on a date specified sxxxxfied therefor in any Conversion/a Notice of Conversion/ Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iiiii) if any payment of any principal prepayment or conversion of any Eurodollar Rate Loan Loans, Bank Bill Swap Rate Loans or Gold Loans made to such Borrower xx xuch Lender occurs on a day other than on date that is not the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any such Eurodollar Rate Loan does Loans, Bank Bill Swap Rate Loans or Gold Loans is not occur made on any date xxxxified in a date specified therefor in any notice of prepayment given by the such Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), (iv) as a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation consequence of any amount other default by such Borrower to repay its Eurodollar Rate Loans, Bank Bill Swap Rate Loans or amounts that such Lender is entitled to receive pursuant to Gold Loans when required by the termx xx this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofAgreement.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Conversion/‌Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar BSBY Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrowers shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including (x) the difference between any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and the Eurodollar Rate such Lender would receive in connection with the liquidation or re-employment of such funds and (y) amounts received by such Lender in connection with the liquidation or re-employment of such funds and any expense or liability incurred in connection therewith) which such Lender may actually sustain: (i) if for any reason (other than a default by any such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Borrowing Notice (And Certificate or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment under Sections 2.11 or 2.12 of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto to that Loan; (including as iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a result notice of an Event of Default), prepayment given by Borrowers; and (iv) the conversion if an assignment of any Eurodollar Rate Loan by a Terminated Lender pursuant to Section 2.16(c) occurs on a day other than on date prior to the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofLoan.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)Borrowing Notice, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur with the Interest Period specified therefor in a Continuation Notice; (ii) if any prepayment or other principal payment of any of its Eurodollar Rate Loans occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower; provided, that for purposes of calculating amounts payable by the Borrower to the Lenders pursuant to this Section 2.14(c), each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Adjusted Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such notice may be rescinded Eurodollar Rate Loan was in accordance with the terms hereoffact so funded and; provided, the Borrower shall compensate each Lender for all lossesfurther, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation amounts payable under this Section 2.15(c), a Lender 2.14(c) shall deliver be calculated without regard to the Borrower a certificate setting forth in reasonable detail last proviso to the basis and calculation definition of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof“Adjusted Eurodollar Rate”.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Advances, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Advances prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Advances due to impracticability or illegality under Sections 3.6(d) and 3.6(e)) a borrowing or a conversion to or continuation of any Eurodollar Rate Loan LIBOR Advance does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar Rate Loan does not occur of Borrower’s LIBOR Advances occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Advance. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender immediately notify Borrower’s account officer at Bank if any of the amount shown as due on any such certificate within 10 days after receipt thereofsituations described in (ii) above occur.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Conversion/‌Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar BSBY Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.. ​ 125 ​

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate each Lender, upon written request by that Lender pursuant to subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurocurrency Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether circumstances described in subsection 2.6C or not such notice may be rescinded in accordance with the terms hereof, (iiiparagraph following subsection 8.12) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar of its Eurocurrency Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its Eurocurrency Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, whether if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not such notice may be rescinded in accordance with the terms hereofso borrowed, the Borrower shall compensate each Lender for all lossesconverted or continued, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such payment, assignment prepayment or conversion or any of such failure to borrow, payconvert or continue to the last day of such Interest Period (or, prepayin the case of a failure to borrow, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurocurrency Rate Loans provided for herein (excluding, however, the Eurocurrency Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay on such Lender amount by placing such amount on deposit for a comparable period with leading banks in the amount shown as due on any such certificate within 10 days after receipt thereofinterbank Eurocurrency market.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrowers shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its Term SOFR Rate Term Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Term SOFR Rate Loan Term Loans does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Term SOFR Rate Loan Term Loans does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any Eurodollar its Term SOFR Rate Loan Term Loans occurs on a any day other than on the last day of an Interest Period applicable thereto to that Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including as a result of an Event of Default), (iv) assignment in connection with the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result replacement of a request by the Borrower Lender pursuant to Section 2.19 14.4(b); or (viiii) a if any prepayment of any Eurodollar of its Term SOFR Rate Loan does Term Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss Borrowers. A certificate of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that necessary to compensate such Lender is entitled for breakage or otherwise, as specified herein, and the circumstances giving rise thereto shall be delivered to receive pursuant to this Section 2.15(c), which certificate Borrower Representative and shall be conclusive and binding absent manifest error. The Borrower In the absence of any such manifest error, Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof. Borrowers shall not be required to compensate a Lender pursuant to this Section 14.1 for any such amounts incurred more than six (6) months prior to the date that such Xxxxxx delivers to Borrower Representative the foregoing certificate.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that of (ia) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ivb) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an the Interest Period applicable thereto, (vc) the failure to borrow, convert, continue or prepay any Eurodollar Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked and is assigned revoked in accordance therewith), or (d) the assignment of any Eurodollar Rate Loan other than on the last day of an the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor 2.20, then, in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereofevent, the Borrower shall compensate each Lender for all lossesthe loss, costscost and expense attributable to such event. In the case of a Eurodollar Rate Loan, expenses and liabilities that such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender may sustainto be the excess, including any loss incurred from obtainingif any, liquidating or employing losses from third partiesof (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, but excluding any loss of margin at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be delivered to the Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate each Lender, upon written request by such Lender (which request shall set forth in reasonable detail the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its SOFR Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or revocation of a Funding Notice as permitted hereunder) a borrowing of any Eurodollar Rate SOFR Loan does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for borrowing, or a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate SOFR Loan does not occur on a date specified therefor in any Conversion/a Continuation Notice (or a telephonic request given for continuation; (ii) if any conversion prepayment or continuation) given by the Borrowerother principal payment of, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan its SOFR Loans occurs on a any day other than on the last day of an Interest Period applicable thereto to that Loan (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration, or otherwise), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 ; or (viiii) a if any prepayment of any Eurodollar Rate Loan does of its SOFR Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continueCompany. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower Company a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding 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. With respect to any Xxxxxx’s claim for compensation under this Section 2.15, Company shall not be required to compensate such Lender for any amount incurred more than two hundred seventy (270) calendar days prior to the date that such Lender notifies Company of the event that gives rise to such claim.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon written request by that Lender pursuant to subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its applicable Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether circumstances described in subsection 2.6C or not such notice may be rescinded in accordance with the terms hereof, (iiiparagraph following subsection 7.14) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or (iv) as a consequence of any other default by the Borrower in the repayment of its Eurodollar Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not such notice may be rescinded in accordance with the terms hereofso borrowed, the Borrower shall compensate each Lender for all lossesconverted or continued, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such payment, assignment prepayment or conversion or any of such failure to borrow, payconvert or continue to the last day of such Interest Period (or, prepayin the case of a failure to borrow, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein (excluding, however, the Eurodollar Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay on such Lender amount by placing such amount on deposit for a comparable period with leading banks in the amount shown as due on any such certificate within 10 days after receipt thereofinterbank Eurodollar market.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Term Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Term Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Term Benchmark Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate the event that Banks, upon written request by the Banks (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by the Banks to lenders of funds borrowed by them to make or carry the LIBOR Loans and any reasonable loss, expense or liability sustained by the Banks in connection with the liquidation or re-employment of such funds) which the Banks may sustain: (i) if for any reason (other than a default by the Banks or the conversion of the Borrower's Request for Revolving Credit Loan or Notice of Conversion/Continuation with respect to Revolving Credit Loans from a request to make LIBOR Loans into a request to make Base Rate Loans pursuant to Sections 3.2 and 3.3 hereof) a borrowing of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any Funding a Request for Revolving Credit Loan or Notice (of Conversion/Continuation with respect to Revolving Credit Loans or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any a Request for Revolving Credit Loan or Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation, (ii) given by if any prepayment or conversion of any of the Borrower, whether or LIBOR Loans occurs on a date that is not such notice may be rescinded in accordance with the terms hereoflast day of the Interest Period applicable to that LIBOR Loan, (iii) if any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does of the LIBOR Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with (iv) as a consequence of any other default by the Borrower to repay the LIBOR Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continuethis Loan Agreement. To request compensation under this Section 2.15(c), a Lender The Banks shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that the compensation claimed to be due to the Banks within thirty (30) days after the occurrence of the event giving rise to such Lender is entitled to receive pursuant to this Section 2.15(c)claim for compensation, which certificate calculations shall be conclusive and binding absent upon the Borrower in the absence of manifest or demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon prompt written request by that Lender pursuant to Subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its applicable Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether circumstances described in Subsection 2.6C or not such notice may be rescinded in accordance with the terms hereof, (iiiparagraph following Subsection 7.14) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or (iv) as a consequence of any other default by the Borrower in the repayment of its Eurodollar Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not such notice may be rescinded in accordance with the terms hereofso borrowed, the Borrower shall compensate each Lender for all lossesconverted or continued, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such payment, assignment prepayment or conversion or any of such failure to borrow, payconvert or continue to the last day of such Interest Period (or, prepayin the case of a failure to borrow, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein (excluding, however, the Eurodollar Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay on such Lender amount by placing such amount on deposit for a comparable period with leading banks in the amount shown as due on any such certificate within 10 days after receipt thereofinterbank Eurodollar market.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender Party, upon written request by such Lender Party (which request shall set forth the event that basis for requesting such amounts), for all losses, expenses and liabilities (including any interest paid or payable by such Lender to lenders of funds borrowed by it to make or carry its Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (whether as a result of the failure to satisfy any applicable conditions or otherwise other than a default by such Lender) the borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in the Borrowing Notice; (ii) if any Funding Notice prepayment or other principal payment of any of its Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan (or any telephonic request for a borrowing) given by the Borrower (other than including as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunderany Event of Default), whether or not such notice may be rescinded in accordance with the terms hereof, ; (iiiii) a conversion to or continuation if any prepayment of any Eurodollar Rate Loan does of its Loans is not occur made on a any date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with ; (iv) the terms hereof, (iii) any payment conversion of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an the Interest Period applicable thereto (including as a result of an Event of Default), ; and (ivv) the conversion assignment of any Eurodollar Rate SOFR Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment 3.10(b). A certificate of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be delivered to the Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate request within 10 ten (10) days after receipt thereof. For the avoidance of doubt, this Section 3.11(d) shall not apply to Taxes. ARTICLE IV.

Compensation for Breakage or Non-Commencement of Interest Periods. (i) In the event that of (iA) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate RateTerm Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of an optional or mandatory prepayment of Loans), (ivB) the conversion of any Eurodollar Rate RateTerm Benchmark Loan occurs on a day other than on the last day of an the Interest Period applicable thereto, (vC) the failure to borrow, convert, continue or prepay any Eurodollar Rate RateTerm Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked and is assigned revoked in accordance therewithherewith), or (D) the assignment of any Eurodollar RateTerm Benchmark Loan other than on the last day of an the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor 2.20, then, in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereofevent, the Borrower shall compensate each Lender for all lossesthe loss, costscost and expense attributable to such event. In the case of a Eurodollar Rate Loan, expenses and liabilities that such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender may sustainto be the excess, including any loss incurred from obtainingif any, liquidating or employing losses from third partiesof (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, but excluding any loss of margin at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c, for the period that would have been the Interest Period for such Loan), a Lender shall deliver to over (ii) the Borrower a certificate setting forth in reasonable detail amount of interest which would accrue on such principal amount for such period at the basis and calculation of any amount or amounts that interest rate which such Lender is entitled would bid were it to receive pursuant to this Section 2.15(c)bid, which certificate shall be conclusive at the commencement of such period, for dollar deposits of a comparable amount and binding absent manifest error. The Borrower shall pay such Lender period from other banks in the amount shown as due on any such certificate within 10 days after receipt thereofeurodollar market.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate the event that Banks, upon written request by the Banks (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by the Banks to lenders of funds borrowed by them to make or carry the LIBOR Loans and any reasonable loss, expense or liability sustained by the Banks in connection with the liquidation or re-employment of such funds) which the Banks may sustain: (i) if for any reason (other than a default by the Banks or the conversion of the Borrower's Request for Revolving Credit Loan or Notice of Conversion/Continuation with respect to Revolving Credit Loans from a request to make LIBOR Loans into a request to make Prime Rate Loans pursuant to Sections 4.2 or 4.3 hereof) a borrowing of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any Funding a Request for Revolving Credit Loan or Notice (of Conversion/Continuation with respect to Revolving Credit Loans or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any a Request for Revolving Credit Loan or Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation, (ii) given by if any prepayment or conversion of any of the Borrower, whether or LIBOR Loans occurs on a date that is not such notice may be rescinded in accordance with the terms hereoflast day of the Interest Period applicable to that LIBOR Loan, (iii) if any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does of the LIBOR Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with (iv) as a consequence of any other default by the Borrower to repay the LIBOR Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continuethis Loan Agreement. To request compensation under this Section 2.15(c), a Lender The Banks shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that the compensation claimed to be due to the Banks within thirty (30) days after the occurrence of the event giving rise to such Lender is entitled to receive pursuant to this Section 2.15(c)claim for compensation, which certificate calculations shall be conclusive and binding absent upon the Borrower in the absence of manifest or demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that of (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice theany payment or prepayment (voluntary or any telephonic request for a borrowingotherwise) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate RateSOFR Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ivii) the conversion of any Eurodollar Rate RateSOFR Loan occurs on a day date other than on the last day of an the Interest Period applicable theretotheretotherefor (including as a result of an Event of Default), (viii) theany failure to borrow, convert, continue or prepay any Eurodollar Rate RateSOFR Loan is assigned other on the date specified in any notice delivered pursuant hereto or (iv) the assignment of any Eurodollar RateSOFR Loan earlierother than on the last day of an the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor 2.23, then, in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereofevent, the Borrower shall willshall compensate each Lender for all lossesthe actual loss, costs, expenses cost and liabilities that expense incurred by such Lender which may sustainarise, be attributable to such event,or result due to or as a consequence of such event (including any loss incurred loss, cost or expense arising from obtaining, liquidating the liquidation or employing losses reemployment of funds or from third parties, but any fees payable excluding any loss of anticipated profits or margin for the period following and without giving to any such payment, assignment or conversion or applicable Eurodollar Base RateSOFR “floor.”). A certificate of any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of computing any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall in reasonable detail will be conclusive delivered to the Borrower and binding will be presumptivelyconclusively presumed correct (absent manifest error). The Borrower shall will pay such Lender the amount shown as due on any such certificate within 10 thirty (30) days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the event basis for requesting such amounts) pursuant to Subsection H, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its LIBOR Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re- employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation, (ii) given if any prepayment or other principal payment or any conversion of any of its LIBOR Loans (including any prepayment described in Subsection II.D.2.a or conversion occasioned by the Borrower, whether or not such notice may be rescinded circumstances described in accordance with the terms hereof, (iiiSubsection F2) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does of its LIBOR Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded (iv) as a consequence of any other default by Borrower in accordance with the repayment of its LIBOR Loans when required by the terms hereofof this Agreement; provided, the however, that Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that have no obligation to make any payment to any demanding party under this Subsection on account of any such increased costs or reduced amounts unless Borrower receives notice of such increased costs or reduced amounts within one hundred eighty (180) days after such Lender may sustainis able to determine the amount of such costs or amounts, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower accompanied by a certificate executed by an officer of the applicable Lender setting forth in reasonable detail the basis and calculation of any the amount of such costs or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c)amounts, which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay constitute prima facie evidence of such Lender the amount shown as due on any such certificate within 10 days after receipt thereofcosts or amounts.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrowers shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable and documented out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its Term SOFR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Term SOFR Rate Loan Loans does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Term SOFR Rate Loan Loans does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any Eurodollar its Term SOFR Rate Loan Loans occurs on a any day other than on prior to the last day of an Interest Period applicable thereto to that Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including as a result of an Event of Default), (iv) assignment in connection with the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result replacement of a request by the Borrower Lender pursuant to Section 2.19 14.4(b); or (viiii) a if any prepayment of any Eurodollar of its Term SOFR Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss Borrowers. A certificate of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that necessary to compensate such Lender is entitled for breakage or otherwise, as specified herein, and the circumstances giving rise thereto shall be delivered to receive pursuant to this Section 2.15(c), which certificate Borrower Representative and shall be conclusive and binding absent manifest error. The Borrower In the absence of any such manifest error, Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof.. Borrowers shall not be required to compensate a Lender pursuant to this Section 14.1 for any such amounts incurred more than six

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Term Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Term Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Term Benchmark Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin or any interest rate “floor” for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(d), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(d), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including (x) the difference between any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and the Eurodollar Rate such Lender would receive in connection with the liquidation or re-employment of such funds and (y) amounts received by such Lender in connection with the liquidation or re-employment of such funds and any expense or liability incurred in connection therewith) which such Lender may actually sustain: (i) if for any reason (other than a default by any such Lender) a borrowing of any Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment (other than a mandatory prepayment under Section 2.14) of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto to that Loan; and (including as a result of an Event of Default), (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the BorrowerCompany; provided, whether or Company shall not such notice may be rescinded in accordance with the terms hereof, the Borrower shall obligated to compensate each any Lender for all any such losses, costs, expenses and or liabilities attributable to any such circumstance occurring prior to the date that is thirty (30) days prior to the date on which such Lender may sustain, including any loss incurred requested such compensation from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon prompt written request by that Lender pursuant to subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its applicable Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether circumstances described in subsection 2.6C or not such notice may be rescinded in accordance with the terms hereof, (iiiparagraph following subsection 7.14) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or (iv) as a consequence of any other default by the Borrower in the repayment of its Eurodollar Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not such notice may be rescinded in accordance with the terms hereofso borrowed, the Borrower shall compensate each Lender for all lossesconverted or continued, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such payment, assignment prepayment or conversion or any of such failure to borrow, payconvert or continue to the last day of such Interest Period (or, prepayin the case of a failure to borrow, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein (excluding, however, the Eurodollar Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay on such Lender amount by placing such amount on deposit for a comparable period with leading banks in the amount shown as due on any such certificate within 10 days after receipt thereofinterbank Eurodollar market.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar BSBY Rate Loan 90 occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar BSBY Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate RateSOFR Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate RateSOFR Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate RateSOFR Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate RateSOFR Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate RateSOFR Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate RateSOFR Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin or any interest rate “floor” for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(c), which certificate shall be conclusive and binding 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.. 90

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate the event that Banks, upon written request by the Banks (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by the Banks to lenders of funds borrowed by them to make or carry the LIBOR Loans and any reasonable loss, expense or liability sustained by the Banks in connection with the liquidation or re-employment of such funds) which the Banks may sustain: (i) if for any reason (other than a default by the Banks or the conversion of the Borrower's Request for Revolving Credit Loan or Notice of Conversion/Continuation with respect to Revolving Credit Loans or Term Loans from a request to make LIBOR Loans into a request to make Prime Rate Loans pursuant to Sections 4.2 or 4.3 hereof) a borrowing of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any Funding a Request for Revolving Credit Loan or Notice (of Conversion/Continuation with respect to Revolving Credit Loans or any Term Loans or a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any a Request for Revolving Credit Loan or Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation, (ii) given by if any prepayment or conversion of any of the Borrower, whether or LIBOR Loans occurs on a date that is not such notice may be rescinded in accordance with the terms hereoflast day of the Interest Period applicable to that LIBOR Loan, (iii) if any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does of the LIBOR Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with (iv) as a consequence of any other default by the Borrower to repay the LIBOR Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continuethis Loan Agreement. To request compensation under this Section 2.15(c), a Lender The Banks shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that the compensation claimed to be due to the Banks within thirty (30) days after the occurrence of the event giving rise to such Lender is entitled to receive pursuant to this Section 2.15(c)claim for compensation, which certificate calculations shall be conclusive and binding absent upon the Borrower in the absence of manifest or demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate the event that Banks, upon written request by the Banks (which request shall set forth the basis for requesting such amounts), for all reasonable losses, ex-penses and liabilities (including, without limitation, any interest paid by the Banks to lenders of funds borrowed by them to make or carry the Eurodollar Loans and any reasonable loss, expense or lia-bility sustained by the Banks in connection with the liquidation or re-employment of such funds) which the Banks may sustain: (i) if for any reason (other than a default by the Banks or the conversion of the Borrower's Request for Revolving Credit Loan or Notice of Conversion/Continuation with respect to Revolving Credit Loans from a request to make Eurodollar Loans into a request to make Base Rate Loans pursuant to Sections 3.2 and 3.3 hereof) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Request for Re-volving Credit Loan or Notice (of Conversion/Continuation with respect to Revolving Credit Loans, or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Request for Revolving Credit Loan or Notice of Conversion/Continuation Notice Con-tinuation, (ii) if any prepayment or conversion of any of the Eurodollar Loans occurs on a telephonic request given for any conversion or continuation) given by date that is not the Borrower, whether or not such notice may be rescinded in accordance with last day of the terms hereofInterest Period applicable to that Eurodollar Loan, (iii) if any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of the Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with (iv) as a conse-quence of any other default by the Borrower to repay the Eurodollar Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continuethis Loan Agreement. To request compensation under this Section 2.15(c), a Lender The Banks shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that the compensation claimed to be due to the Banks within thirty (30) days after the occurrence of the event giving rise to such Lender is entitled to receive pursuant to this Section 2.15(c)claim for compensation, which certificate calculations shall be conclusive and binding absent upon the Borrower in the absence of manifest or demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The applicable Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and Term SOFR Loans, as applicable, and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Eurocurrency Rate Loan or Term SOFR Loan does not occur on a date specified therefor in any Funding Notice (a Borrowing Notice, or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Eurocurrency Rate Loan or Term SOFR Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice Notice; (ii) if any prepayment or a telephonic request given for other principal payment of, or any conversion of, any of its Eurocurrency Rate Loans or continuation) given by the BorrowerTerm SOFR Loans, whether or not such notice may be rescinded in accordance with the terms hereofas applicable, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any Eurodollar of its Eurocurrency Rate Loan does Loans or Term SOFR Loans, as applicable, is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrowerapplicable Borrower or the Borrower Representative; provided, that for purposes of calculating amounts payable by the applicable Borrower to the Lenders pursuant to this Section 2.18(c), each Lender shall be deemed to have funded each Eurocurrency Rate Loan or Term SOFR Loan, as applicable, made by it at the Adjusted Eurocurrency Rate or Term SOFR, as applicable, for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such notice may be rescinded in accordance with the terms hereofEurocurrency Rate Loan or Term SOFR, the Borrower shall compensate each Lender for all lossesas applicable, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.90

Compensation for Breakage or Non-Commencement of Interest Periods. In The applicable Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed 84 by it to make or carry its Eurocurrency Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any Funding Notice (a Borrowing Notice, or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice Notice; (ii) if any prepayment or a telephonic request given for other principal payment of, or any conversion or continuation) given by the Borrowerof, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar its Eurocurrency Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any Eurodollar of its Eurocurrency Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrowerapplicable Borrower or the Borrower Representative; provided, that for purposes of calculating amounts payable by the applicable Borrower to the Lenders pursuant to this Section 2.18(c), each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Adjusted Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such notice may be rescinded Eurocurrency Rate Loan was in accordance with the terms hereoffact so funded; and provided further, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation amounts payable under this Section 2.15(c), a Lender 2.18(c) shall deliver be calculated without regard to the Borrower a certificate setting forth in reasonable detail last sentence of the basis and calculation definition of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof“Adjusted Eurocurrency Rate”.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin or any interest rate “floor” for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.17(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrowers shall compensate each Lender for, and hold each Lender harmless from, upon written request by that Lender pursuant to subsection 2.8, all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurocurrency Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether or not such notice may be rescinded circumstances described in accordance with the terms hereof, (iiisubsection 2.6C) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto to that Loan, (including as iii) if any prepayment of any of its Eurocurrency Rate Loans is not made on any date specified in a result notice of an Event of Default)prepayment given by Company, (iv) the conversion as a consequence of any Eurodollar other default by Company in the repayment of its Eurocurrency Rate Loans when required by the terms of this Agreement, (v) if any assignment of a Eurocurrency Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate to that Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 subsection 2.9, or (vi) a prepayment any failure by any Borrower to make payment of any Eurodollar Rate Loan does not occur or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on a its scheduled due date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), payment thereof in a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest errordifferent currency. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the amount shown as due on any such certificate within 10 days after receipt thereofforegoing.

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including (x) the difference between any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and the Eurodollar Rate such Lender would receive in connection with the liquidation or re employment of such funds and (y) amounts received by such Lender in connection with the liquidation or re-employment of such funds and any expense or liability incurred in connection therewith) which such Lender may actually sustain: (i) if for any reason (other than a default by any such Lender) a borrowing of any Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment (other than a mandatory prepayment under Section 2.14) of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto to that Loan; and (including as a result of an Event of Default), (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the BorrowerCompany; provided, whether or Company shall not such notice may be rescinded in accordance with the terms hereof, the Borrower shall obligated to compensate each any Lender for all any such losses, costs, expenses and or liabilities attributable to any such circumstance occurring prior to the date that is thirty (30) days prior to the date on which such Lender may sustain, including any loss incurred requested such compensation from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the event basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans or HIBOR Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan or HIBOR Rate Loan does not occur on a date specified therefor in any Funding a Borrowing Notice (or any a telephonic request for borrowing, as applicable, or a borrowing) given by the Borrower (other than borrowing of any Eurodollar Rate Loan or HIBOR Rate Loan does not occur as a result of a failure the revocation by such Lender the Borrower of the related Borrowing Notice pursuant to make such Term Loan in accordance with its obligations hereunder)subsection 2.6F, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan or HIBOR Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iiiii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i) and subsection 2.4B(iii)) or other principal payment (including pursuant to an assignment of Revolving Loans on any Increased Amount Date pursuant to Section 2.11) or any conversion of any principal of any its Eurodollar Rate Loan Loans or HIBOR Rate Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans or HIBOR Rate Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded (iv) as a consequence of any other default by the Borrower in accordance with the repayment of its Eurodollar Rate Loans or HIBOR Rate Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities of this Agreement. If at any time any prepayment is required that such Lender may sustain, including would give rise to any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c)subsection 2.6D under clause (ii) of the preceding sentence, which certificate and no Potential Event of Default or Event of Default has occurred and is continuing, then at the Borrower’s option upon five Business Days’ notice to the Administrative Agent, the applicable prepayment amount may be deposited irrevocably into the Prepayment Account in lieu of payment to the applicable Lenders. Such funds shall be conclusive and binding absent manifest errorheld in the Prepayment Account until the last day of the applicable Interest Period, at which time the amount deposited in the Prepayment Account shall be further disbursed to the applicable Lenders. The Borrower deposit of amounts into the Prepayment Account shall pay not constitute a prepayment of principal and all principal to be prepaid using the proceeds from such Lender account shall continue to accrue interest at the amount shown as due on any such certificate within 10 days after receipt thereofthen applicable interest rate until actually prepaid.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Bank, upon written request by that Bank setting forth the event basis for such request, for all reasonable losses, expenses and liabilities, including, without limitation, any interest paid by that Bank to lenders of funds borrowed by it to make or carry its LIBOR Rate Loans and any reasonable loss, expense or liability sustained by that Bank in connection with the liquidation or re-employment of such funds, which that Bank may sustain: (i) if for any reason, other than a default by that Bank or the conversion of such Bank's Borrowing Certificate from a request to make LIBOR Rate Loans into a request to make Base Rate Loans pursuant to Section 2.6B or 2.6C hereof, a borrowing of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in any Funding Notice (a Borrowing Certificate or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by continuation of the Borrower, whether or not such notice may be rescinded in accordance with the terms hereofinterest rate applicable to any Revolving Loan, (iiiii) if any payment prepayment or conversion of any principal of any Eurodollar its LIBOR Rate Loan Loans occurs on a day other than on date that is not the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that LIBOR Rate Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar of its LIBOR Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with (iv) as a consequence of any other default by the Borrower to repay its LIBOR Rate Loans when required by the terms hereof, of this Loan Agreement. Each Bank seeking compensation from the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure pursuant to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender 2.6D shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that the compensation claimed to be due to such Lender is entitled Bank within thirty (30) days after the occurrence of the event giving rise to receive pursuant to this Section 2.15(c)such claim for compensation, which certificate calculations shall be conclusive and binding absent upon the Borrower in the absence of manifest or demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate the event that Lender, promptly upon written request by the Lender (which request shall set forth the basis for requesting such amounts), for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by the Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBO Rate Loans and any loss, expense or liability sustained by the Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which the Lender sustains: (i) if for any reason (other than a default by the Lender) a borrowing of any Eurodollar Adjusted LIBO Rate Loan Loans does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Adjusted LIBO Rate Loan Loans does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any Eurodollar an Adjusted LIBO Rate Loan Loans occurs on a any day other than on the last day of an Interest Period applicable thereto to that Revolving Loan (including as a result whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of an Event of Default), (iv) the conversion of Adjusted LIBO Rate Loans is not made on any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with . A certificate of the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such necessary to compensate the Lender is entitled and the circumstances giving rise thereto shall be delivered to receive pursuant to this Section 2.15(c), which certificate the Borrower and shall be conclusive and binding absent manifest error. The In the absence of any such manifest error, the Borrower shall pay such the Lender the amount shown as due on any such certificate promptly and, in any event, within 10 days ten (10) Business Days after receipt thereof. The Borrower shall not be required to compensate a Lender pursuant to this Section 3.1(c) for any such amounts incurred more than six (6) months prior to the date that such Lender delivers to the Borrower the certificate referenced above.

Compensation for Breakage or Non-Commencement of Interest Periods. In The applicable Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any Funding Notice (a Borrowing Notice, or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice Notice; (ii) if any prepayment or a telephonic request given for other principal payment of, or any conversion or continuation) given by the Borrowerof, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar its Eurocurrency Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any Eurodollar of its Eurocurrency Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrowerapplicable Borrower or the Borrower Representative; provided, that for purposes of calculating amounts payable by the applicable Borrower to the Lenders pursuant to this Section 2.18(c), each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Adjusted Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such notice may be rescinded Eurocurrency Rate Loan was in accordance with the terms hereoffact so funded; and provided further, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation amounts payable under this Section 2.15(c), a Lender 2.18(c) shall deliver be calculated without regard to the Borrower a certificate setting forth in reasonable detail last sentence of the basis and calculation definition of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof“Adjusted Eurocurrency Rate”.

Compensation for Breakage or Non-Commencement of Interest Periods. In Except as otherwise provided herein, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities (but not for lost profits or margins) that such Lender may sustain in the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) the assignment of any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a Section 2.23(e) or any request by the Borrower pursuant to Section 2.19 2.22 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower. Such loss, whether cost, expense or not such notice may liability to any Lender shall be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that deemed to include an amount determined by such Lender may sustainto be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurodollar Rate that would have been applicable to such Loan (but not including any loss incurred from obtainingthe Applicable Margin applicable thereto), liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continue, for the period that would have been the Interest Period for such Loan), over (B) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the London interbank market. To request compensation under this Section 2.15(c2.17(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c)paragraph, which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Bank, within fifteen (15) days after written request by that Bank (which request shall set forth the event basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by that Bank to lenders of funds bor- rowed by it to make or carry its LIBOR Rate Loans and any reason- able loss, expense or liability sustained by that Bank in connec- tion with the liquidation or re-employment of such funds) which that Bank may sustain: (i) if for any reason (other than a borrowing default by that Bank or the conversion of such Bank's Request For Revolving Loan from a request to make LIBOR Rate Loans into a request to make Base Rate Loans pursuant to Section 2.6B or 2.6C hereof) a bor- rowing of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in any Funding Notice (a Request For Revolving Loan or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iiiii) if any payment prepayment or conversion of any principal of any Eurodollar its LIBOR Rate Loan Loans occurs on a day other than on date that is not the last day of an Interest Period applicable thereto (including as a result to that LIBOR Rate Loan, even if the Borrower gave written notice of an Event the intended prepayment to the Agent in accordance with the provisions of Default)Section 2.1A hereof, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar of its LIBOR Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the BorrowerBor- rower, whether or not such notice may be rescinded in accordance with (iv) as a consequence of any other default by the Bor- rower to repay its LIBOR Rate Loans when required by the terms hereof, of this Loan Agreement. Each Bank seeking compensation from the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure Bor- rower pursuant to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender 2.6D shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that the compensation claimed to be due to such Lender is entitled Bank within thirty (30) days after the occurrence of the event giving rise to receive pursuant to this Section 2.15(c)such claim for compensation, which certificate calculations shall be conclusive and binding absent upon the Borrower in the absence of manifest or demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrowers shall compensate the event that Banks, upon written request by the Banks (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by the Banks to lenders of funds borrowed by them to make or carry the LIBOR Loans and any reasonable loss, expense or liability sustained by the Banks in connection with the liquidation or re-employment of such funds) which the Banks may sustain: (i) if for any reason (other than a default by the Banks or the conversion of the Borrowers' Request for Revolving Credit Loan or Notice of Conversion/Continuation with respect to Revolving Credit Loans or Term Loans from a request to make LIBOR Loans into a request to make Base Rate Loans pursuant to Sections 4.2 or 4.3 hereof) a borrowing of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any Funding a Request for Revolving Credit Loan or Notice (of Conversion/Continuation with respect to Revolving Credit Loans or any Term Loans or a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any a Request for Revolving Credit Loan or Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation, (ii) given by if any prepayment or conversion of any of the Borrower, whether or LIBOR Loans occurs on a date that is not such notice may be rescinded in accordance with the terms hereoflast day of the Interest Period applicable to that LIBOR Loan, (iii) if any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does of the LIBOR Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the BorrowerBorrowers, whether or not such notice may be rescinded in accordance with (iv) as a consequence of any other default by the Borrowers to repay the LIBOR Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continuethis Loan Agreement. To request compensation under this Section 2.15(c), a Lender The Banks shall deliver to the Borrower Borrowers a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that the compensation claimed to be due to the Banks within thirty (30) days after the occurrence of the event giving rise to such Lender is entitled to receive pursuant to this Section 2.15(c)claim for compensation, which certificate calculations shall be conclusive and binding absent upon the Borrowers in the absence of manifest or demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the event basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by that Lender to lenders of funds borrowed by it to make or carry its LIBOR Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by if the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ivii) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable theretoif, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request default by the Borrower pursuant to Section 2.19 or (vi) Borrower, a prepayment borrowing of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in a Notice of Borrowing or a telephonic request for borrowing, or a conversion to any LIBOR Rate Loan does not occur on a date specified therefor in a Notice of Conversion or a telephonic request for conversion, (iii) if any prepayment or conversion of any of its LIBOR Rate Loans occurs on a date which is not the last day of an Interest Period applicable thereto, or (iv) if any prepayment of any of its LIBOR Rate Loans is not made on the date specified therefor in a notice of prepayment given by the Borrower, whether or not prepayment. All such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such incurred by the Lender, resulting from or relating to an occurrence of any one of the events set forth in clauses (i) through (iv) inclusive, plus a “service charge” of $250.00, are collectively called “Breakage Losses”. A certificate as to any Breakage Losses incurred by the Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a 2.5D submitted to Borrower by the Lender shall deliver show the amount of the Breakage Losses and the calculations and reasonable back-up details used to the Borrower a certificate setting forth in reasonable detail the basis determine such amount and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c)shall, which certificate shall absent manifest error, be final, conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofall parties hereto.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses funds from third parties, but excluding any loss of margin or any interest rate “floor”, for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the event basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans or HIBOR Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan or HIBOR Rate Loan does not occur on a date specified therefor in any Funding a Borrowing Notice (or any a telephonic request for a borrowing) given by the Borrower (other than , as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)applicable, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan or HIBOR Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iiiii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i) and subsection 2.4B(iii)) or other principal payment or any conversion of any principal of any its Eurodollar Rate Loan Loans or HIBOR Rate Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans or HIBOR Rate Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded (iv) as a consequence of any other default by the Borrower in accordance with the repayment of its Eurodollar Rate Loans or HIBOR Rate Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities of this Agreement. If at any time any prepayment is required that such Lender may sustain, including would give rise to any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c)subsection 2.6D under clause (ii) of the preceding sentence, which certificate and no Potential Event of Default or Event of Default has occurred and is continuing, then at the Borrower’s option upon five Business Days’ notice to the Administrative Agent, the applicable prepayment amount may be deposited irrevocably into the Prepayment Account in lieu of payment to the applicable Lenders. Such funds shall be conclusive and binding absent manifest errorheld in the Prepayment Account until the last day of the applicable Interest Period, at which time the amount deposited in the Prepayment Account shall be further disbursed to the applicable Lenders. The Borrower deposit of amounts into the Prepayment Account shall pay not constitute a prepayment of principal and all principal to be prepaid using the proceeds from such Lender account shall continue to accrue interest at the amount shown as due on any such certificate within 10 days after receipt thereofthen applicable interest rate until actually prepaid.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits (but without giving effect to any “floor” set forth therein) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by Borrower. For the Borroweravoidance of doubt, whether or not such notice may be rescinded in accordance with notwithstanding the terms hereofforegoing, no Lender shall demand, and the Borrower shall compensate each Lender for all lossesnot be obliged to make, costs, expenses and liabilities that such Lender may sustain, including any funding loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive payments pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error2.18(c) with respect to the payment of accrued interest on the Amendment No. The Borrower shall pay such Lender 2 Effective Date with respect to the amount shown as due on any such certificate within 10 days after receipt thereofConverted Tranche B Term Loans.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar BSBY Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Advances, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Advances prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Advances due to impracticability or illegality under Sections 3.8(c) and (d)) a borrowing or a conversion to or continuation of any Eurodollar Rate Loan LIBOR Advance does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar Rate Loan does not occur of LIBOR Advances occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Advance. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender immediately notify Bank if any of the amount shown as due on any such certificate within 10 days after receipt thereofsituations described in (ii) above occur.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that of (ia) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Eurocurrency Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ivb) the conversion of any Eurodollar Eurocurrency Rate Loan occurs on a day other than on the last day of an the Interest Period applicable thereto, (vc) the failure to borrow, convert, continue or prepay any Eurodollar Eurocurrency Rate Loan is assigned on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Rate Loan other than on the last day of an the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor 2.18, then, in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereofevent, the Borrower shall compensate each Lender for all lossesthe loss, costscost and expense attributable to such event. Such loss, expenses and liabilities that cost or expense to any Lender shall be deemed to be the amount determined by such Lender may sustainto be the excess, including any loss incurred from obtainingif any, liquidating or employing losses from third partiesof (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, but excluding any loss of margin at the Adjusted LIBOR that would have been applicable to such Loan, for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continuecontinue a Eurocurrency Rate Loan 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 deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market. To request compensation under this Section 2.15(c), a A certificate of any Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate 2.15 shall be delivered to the Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days [REDACTED – Time Period] after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrowers shall compensate the event that Banks, upon written request by the Banks (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by the Banks to lenders of funds borrowed by them to make or carry the Euro-Rate Loans and any reasonable loss, expense or liability sustained by the Banks in connection with the liquidation or re-employment of such funds) which the Banks may sustain: (i) if for any reason (other than a default by the Banks or the conversion of the Borrowers' Request for Revolving Credit Loan or Notice of Conversion/Continuation from a request to make Euro-Rate Loans into a request to make Base Rate Loans pursuant to Sections 2.6B or 2.6C hereof) a borrowing of any Eurodollar Euro-Rate Loan does not occur on a date specified therefor in any Funding a Request for Revolving Credit Loan or Notice (of Conversion/Continuation or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Euro-Rate Loan does not occur on a date specified therefor in any a Request for Revolving Credit Loan or Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation, (ii) given by if any prepayment or conversion of any of the Borrower, whether or Euro-Rate Loans occurs on a date that is not such notice may be rescinded in accordance with the terms hereoflast day of the Interest Period applicable to that Euro-Rate Loan, (iii) if any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar of the Euro-Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the BorrowerBorrowers, whether or not such notice may be rescinded in accordance with (iv) as a consequence of any other default by the Borrowers to repay the Euro-Rate Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continuethis Loan Agreement. To request compensation under this Section 2.15(c), a Lender The Banks shall deliver to the Borrower Borrowers a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that the compensation claimed to be due to the Banks within thirty (30) days after the occurrence of the event giving rise to such Lender is entitled to receive pursuant to this Section 2.15(c)claim for compensation, which certificate calculations shall be conclusive and binding absent upon the Borrowers in the absence of manifest or demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate RateTerm Benchmark Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate RateTerm Benchmark Loan does not occur on a date specified therefor in any Conversion/Continuation Conversion/‌Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate RateTerm Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate RateTerm Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate RateTerm Benchmark Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar Rate RateTerm Benchmark Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate each Lender and each Funded LC Issuing Bank, upon written request by such Lender or such Funded LC Issuing Bank, as the event that case may be (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including (x) the difference between any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans or make its New Credit Linked Deposits and the Adjusted Eurodollar Rate such Lender would receive in connection with the liquidation or re-employment of such funds and (y) any expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds) which such Lender or such Funded LC Issuing Bank may sustain: (i) if for any reason (other than a default by any such Lender or Funded LC Issuing Bank) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable to that Loan; (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Company; (iv) if any New Credit Linked Deposit is reduced prior to the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of or any Eurodollar Rate Loan occurs on a day other than New Credit Linked Deposit is not reduced on the last day of an Interest Period applicable thereto, date specified in any notice delivered pursuant hereto or (v) if any Eurodollar Rate Loan New Credit Linked Deposit held by such Funded LC Issuing Bank is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower reduced in order to reimburse such Funded LC Issuing Bank pursuant to Section 2.19 Sections 2.4(f) or (vi) a prepayment of 2.4(h); provided, Company shall not be obligated to compensate any Eurodollar Rate Loan does not occur on a date specified therefor in Lender or Funded LC Issuing Bank for any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and or liabilities attributable to any such circumstance occurring prior to the date that is 90 days prior to the date on which such Lender may sustain, including any loss incurred or Funded LC Issuing Bank requested such compensation from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar RateSOFR Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits (including, without duplication, any loss of the Applicable Margin on the relevant Loans)) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate RateSOFR Loan does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate RateSOFR Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan RateSOFR Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any of its Eurodollar Rate Loan does RateSOFR Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that . A certificate of such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any the amount or amounts that such Lender is entitled to receive pursuant to payable under this Section 2.15(c), which certificate 2.14(c) shall be delivered to Borrower and shall be conclusive and binding absent manifest error. The Borrower , and such amount or amounts shall pay such Lender the amount shown as due on any such certificate be payable within 10 ten (10) days after Borrower’s receipt thereofof such certificate.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts and shall be conclusive and binding absent manifest error), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar RateSOFR Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits or margin) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate RateSOFR Loan does not occur on a date specified therefor in any Funding a Borrowing Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate RateSOFR Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan RateSOFR Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any of its Eurodollar Rate Loan does RateSOFR Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with . Notwithstanding the terms hereofforegoing, the Borrower shall not be required to compensate each a Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation amount under this Section 2.15(c)2.14(c) if the event (or change in law or regulation or other action) giving rise to such loss, a Lender shall deliver expense or liability occurred more than one hundred and eighty (180) days prior to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that date such Lender is entitled submits the statement referred to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender in the amount shown as due on any such certificate within 10 days after receipt thereofpreceding sentence.

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate Lender, upon written request by Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by Lender in connection with the liquidation or re-employment of such funds) which Lender may sustain: (i) if for any reason (other than a default by Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iiiii) if any prepayment or other principal payment or any conversion of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrower, whether or not such notice may be rescinded in accordance with repayment of its Eurodollar Rate Loans when required by the terms hereof, the Borrower shall compensate each Lender for all of this Note. Such losses, costs, expenses and liabilities shall be deemed to include an amount determined by Lender to be the excess, if any, of (a) the amount of interest which would have accrued on the principal amount of the applicable Eurodollar Rate Loan had the relevant event described in clauses (i)-(iv) above not occurred, calculated at the Adjusted Eurodollar Rate that would have been applicable to such Lender may sustain, including Eurodollar Rate Loan (without regard to any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of interest rate margin otherwise payable in addition thereto) for the period following any from the date of such paymentevent to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan (or, assignment or conversion or any such in the case of failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c)continue a Eurodollar Rate Loan, a Lender shall deliver for the period that would have been the Interest Period applicable to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay Eurodollar Rate Loan had such Lender event not occurred) over (b) the amount shown as due of interest which would accrue on any such certificate within 10 days after receipt thereofprincipal amount for such period at the interest rate which Lender would bid if it were to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank Eurodollar market.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Credit Extensions, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Credit Extensions prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion, but in any case, excluding the LIBOR Rate Margin), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Credit Extensions due to impracticability or illegality under Sections 3.7(d) and 3.7(e)) a borrowing or a conversion to or continuation of any Eurodollar Rate Loan LIBOR Credit Extension does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar Rate Loan does not occur of Borrower’s LIBOR Credit Extensions occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Credit Extension. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender immediately notify Borrower’s account officer at Bank if any of the amount shown as due on any such certificate within 10 days after receipt thereofsituations described in (ii) above occur.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrowers shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including (x) the difference between any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and the Eurodollar Rate such Lender would receive in connection with the liquidation or re-employment of such funds and (y) amounts received by such Lender in connection with the liquidation or re-employment of such funds and any expense or liability incurred in connection therewith) which such Lender may actually sustain: (i) if for any reason (other than a default by any such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Borrowing Notice (And Certificate or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment under Sections 2.11 or 2.12 of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto to that Loan; (including as iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a result notice of an Event of Default), prepayment given by Borrowers; and (iv) the conversion if an assignment of any Eurodollar Rate Loan by a Terminated Lender pursuant to Section 2.16(c) occurs on a day other than on date prior to the last day of an Interest Period applicable thereto, to that Loan. -69- CREDIT AGREEMENT (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(cPATTERN REVOLVER), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate each Lender, as promptly as practicable after written request by such Lender (which request shall set forth the event that basis for requesting such amounts and shall be conclusive absent manifest error), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or deployment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such . (d) Booking of Eurodollar Rate Loans. Any Lender may sustainmake, including any loss incurred from obtainingcarry or transfer Eurodollar Rate Loans at, liquidating to, or employing losses from third parties, but excluding any loss of margin for the period following account of any of its branch offices or the office of an Affiliate of such payment, assignment or conversion or any such failure Lender. (e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to borrow, pay, prepay, convert or continue. To request compensation a Lender under this Section 2.15(c), a Lender 2.18 and under Section 2.19 shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that be made as though such Lender is entitled had actually funded each of its relevant Eurodollar Rate Loans a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period through the transfer of such matching deposit or other borrowing from an offshore office of such Lender to receive pursuant to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.15(c), which certificate shall be conclusive 2.18 and binding absent manifest errorunder Section 2.19. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.2.19

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any Conversion/Continuation Conversion/‌Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Term Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Term Benchmark Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Term Benchmark Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar Rate Term Benchmark Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon prompt written request by that Lender pursuant to subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its applicable Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether circumstances described in subsection 2.6C or not such notice may be rescinded in accordance with the terms hereof, (iiifirst paragraph following subsection 8.12) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or (iv) as a consequence of any other default by the Borrower in the repayment of its Eurodollar Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not such notice may be rescinded in accordance with the terms hereofso borrowed, the Borrower shall compensate each Lender for all lossesconverted or continued, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such payment, assignment prepayment or conversion or any of such failure to borrow, payconvert or continue to the last day of such Interest Period (or, prepayin the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein (excluding, however, the Eurodollar Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. To request Notwithstanding the foregoing, no compensation under this Section 2.15(c), a will be payable to any Lender shall deliver with respect to the Borrower a certificate setting forth in reasonable detail repayment of the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender term loan issued under the amount shown as due on any such certificate within 10 days after receipt thereofExisting Term Loan Credit Agreement contemplated by subsection 4.1G hereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the event basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and Domestic Sterling Rate Loans and any reasonable loss, expense or liability sustained by that Lender in connection with the liquidation or re- employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan or Domestic Sterling Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan or Domestic Sterling Rate Loan, does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iiiii) if any payment prepayment (including any prepayment pursuant to subsection 2.4B(i) and including any prepayment of any Lender's Eurodollar Rate Loans as a result of the syndication of the Loans on or prior to the date that is 90 days after the Closing Date) or other principal payment or any conversion of any of its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans or Domestic Sterling Rate Loans is not occur made on a any date specified therefor in any a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrower, whether or not such notice may be rescinded in accordance with repayment of its Eurodollar Rate Loans and Domestic Sterling Rate Loans when required by the terms hereofof this Agreement. In the case of Domestic Sterling Rate Loans, the Borrower shall compensate each Lender for all such reasonable losses, costs, expenses and liabilities shall also include (i) any loss or reasonable expense sustained or incurred in liquidating or employing deposits from third Persons acquired to effect or maintain such Domestic Sterling Rate Loans, (ii) an amount equal to the excess, if any of (a) the cost sustained by any Lender of obtaining the funds for the Domestic Sterling Rate Loans being prepaid or converted prior to the expiration of the applicable Interest Period for such Domestic Sterling Rate Loans for the period from the date of such prepayment or conversion to the last day of the applicable Interest Period, over (b) the amount of interest (as reasonably determined by that Lender) that would be realized by such Lender may sustainin re-employing the funds so prepaid or converted for such Interest Period, including (iii) any loss incurred from obtaining, in liquidating or employing losses closing out any foreign currency contract undertaken by that Lender in funding or maintaining such Domestic Sterling Rate Loans in funding or maintaining such Domestic Sterling Rate Loans, and (iv) any loss arising from third partiesany change in the value of Dollars in relation to any such Domestic Sterling Rate Loans which was not paid on the date due between the date such payment was due and the date of payment, or which was not paid in Sterling, all as determined by such Lender in its good faith discretion, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofotherwise without penalty.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all reasonable losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Rate Advances, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Rate Advances prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Rate Advances due to impracticability or illegality under Sections 3.7(d) and 3.7(e)) a borrowing or a conversion to or continuation of any Eurodollar LIBOR Rate Loan Advance does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar of Borrower’s LIBOR Rate Loan does not occur Advances occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Advance. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender immediately notify Borrower’s account officer at Bank if any of the amount shown as due on any such certificate within 10 days after receipt thereofsituations described in (ii) above occur.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Term Loans, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Term Loans prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Term Loans due to impracticability or illegality under Sections 3.7(c) and 3.7(d)) a borrowing or a conversion to or continuation of any Eurodollar Rate LIBOR Term Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar Rate Loan does not occur of Borrower’s LIBOR Term Loans occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Advance. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The applicable Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, 100 expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any Funding Notice (a Borrowing Notice, or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice Notice; (ii) if any prepayment or a telephonic request given for other principal payment of, or any conversion or continuation) given by the Borrowerof, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar its Eurocurrency Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any Eurodollar of its Eurocurrency Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrowerapplicable Borrower or the Borrower Representative; provided that for purposes of calculating amounts payable by the applicable Borrower to the Lenders pursuant to this Section 2.18(c), each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Adjusted Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such notice may be rescinded Eurocurrency Rate Loan was in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities fact so funded and; provided further that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation amounts payable under this Section 2.15(c), a Lender 2.18(c) shall deliver be calculated without regard to the Borrower a certificate setting forth in reasonable detail last sentence of the basis and calculation definition of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof“Adjusted Eurocurrency Rate”.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrowers shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) US-DOCS\125962273.9 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in any a Funding Notice (Notice, or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrowerif any prepayment or other principal payment of, whether or not such notice may be rescinded in accordance with the terms hereofany conversion of, (iii) any payment of any principal of any Eurodollar its LIBOR Rate Loan Loans occurs on a any day other than on the last day of an Interest Period applicable thereto to that Loan (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration, or otherwise), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 ; or (viiii) a if any prepayment of any Eurodollar of its LIBOR Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. In The Borrower shall compensate each Lender, upon prompt written request by that Lender pursuant to subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its applicable Loans and any loss, expense or liability sustained by that Lender in connection with the event liquidation or re employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)therefor, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Notice of Conversion/Continuation Notice (or a telephonic request given for therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or continuation) given conversion occasioned by the Borrower, whether circumstances described in subsection 2.6C or not such notice may be rescinded in accordance with the terms hereof, (iiifirst paragraph following subsection 8.12) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default)to that Loan, (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or (iv) as a consequence of any other default by the Borrower in the repayment of its Eurodollar Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not such notice may be rescinded in accordance with the terms hereofso borrowed, the Borrower shall compensate each Lender for all lossesconverted or continued, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any from the date of such payment, assignment prepayment or conversion or any of such failure to borrow, payconvert or continue to the last day of such Interest Period (or, prepayin the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein (excluding, however, the Eurodollar Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. To request Notwithstanding the foregoing, no compensation under this Section 2.15(c), a will be payable to any Lender shall deliver with respect to the Borrower a certificate setting forth in reasonable detail repayment of the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender term loan issued under the amount shown as due on any such certificate within 10 days after receipt thereofExisting Term Loan Credit Agreement contemplated by subsection 4.1G hereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar BSBY Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar BSBY Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.23 or (vi) a prepayment of any Eurodollar BSBY Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c2.18(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c2.18(c), which certificate shall be conclusive and binding 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.. (d)

Compensation for Breakage or Non-Commencement of Interest Periods. In Each Borrower shall compensate each Lender within 10 Business Days following receipt of a reasonable written request by that Lender (which request shall set forth the event basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including, without limitation, any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Offshore Rate Loans to such Borrower and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Offshore Rate Loan by such Borrower does not occur on a date specified therefor by it in any Funding the applicable Notice of Borrowing (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereundertherefor), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion Conversion to or continuation Continuation of any Eurodollar Offshore Rate Loan of such Borrower does not occur on a date specified therefor by it in any a Notice of Conversion/Continuation Notice (or a telephonic request given for any conversion Conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereofContinuation, (iiiii) if any payment prepayment or Conversion of any principal of any Eurodollar its Offshore Rate Loan Loans to such Borrower occurs on a day other than on date that is not the last day of an Interest Period applicable thereto (including to that Loan, except as a result of an Event of Defaultset forth in subsection 2.10B(i), (iviii) the conversion of if any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar of its Offshore Rate Loan does Loans to such Borrower is not occur made on a any date specified therefor in any a notice of prepayment given by the such Borrower, whether or not (iv) as a consequence of any other default by such notice may be rescinded Borrower in accordance with the repayment of its Offshore Rate Loans when required by the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereofAgreement.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Loans, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Loans prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Loans due to impracticability or illegality under Sections 3.8(c) and 3.8(d)) a borrowing or a conversion to or continuation of any Eurodollar Rate LIBOR Loan does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar Rate Loan does not occur of Borrower’s LIBOR Loans occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Loan. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In The applicable Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any Funding Notice (a Borrowing Notice, or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Eurocurrency Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice Notice; (ii) if any prepayment or a telephonic request given for other principal payment of, or any conversion or continuation) given by the Borrowerof, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar its Eurocurrency Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any Eurodollar of its Eurocurrency Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrowerapplicable Borrower or the Borrower Representative; provided that for purposes of calculating amounts payable by the applicable Borrower to the Lenders pursuant to this Section 2.18(c), each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Adjusted Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such notice may be rescinded Eurocurrency Rate Loan was in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses fact so funded; and liabilities provided further that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation amounts payable under this Section 2.15(c), a Lender 2.18(c) shall deliver be calculated without regard to the Borrower a certificate setting forth in reasonable detail last sentence of the basis and calculation definition of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof“Adjusted Eurocurrency Rate”.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate Bank, upon written request by Bank (which request shall set forth the event manner and method of computing such compensation), for all losses, expenses, unrealized gains and liabilities (including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR Advances, any loss, expense or liability incurred by Bank in connection with the liquidation or re-employment of such funds, and, in the case of complete or partial principal payments or conversions of LIBOR Advances prior to the last day of the applicable Interest Period, any amount by which (A) the additional interest which would have been payable on the amount so prepaid or converted had it not been paid or converted until the last day of the applicable Interest Period exceeds (B) the interest which would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets, the offshore currency markets, or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so paid or converted and ending on the last day of such Interest Period at the interest rate determined by Bank in its reasonable discretion), if any, that Bank may incur: (i) if for any reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Advances due to impracticability or illegality under Sections 3.7(d) and 3.7(e)) a borrowing or a conversion to or continuation of any Eurodollar Rate Loan LIBOR Advance does not occur on a date specified therefor in any Funding a Notice (of Borrowing or any telephonic request for a borrowing) given by Notice of Conversion/Continuation, as the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder)case may be, whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a if for any reason (including voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any conversion to or continuation of any Eurodollar Rate Loan does not occur of Borrower’s LIBOR Advances occurs on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on prior to the last day of an Interest Period applicable thereto (including to that Advance. Bank’s determination as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender immediately notify Borrower’s account officer at Bank if any of the amount shown as due on any such certificate within 10 days after receipt thereofsituations described in (ii) above occur.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that of (ia) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Eurocurrency Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ivb) the conversion of any Eurodollar Eurocurrency Rate Loan occurs on a day other than on the last day of an the Interest Period applicable thereto, (vc) the failure to borrow, convert, continue or prepay any Eurodollar Eurocurrency Rate Loan is assigned on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Rate Loan other than on the last day of an the Interest Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor 2.18, then, in any notice of prepayment given by the Borrowersuch event, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all lossesthe loss, costscost and expense attributable to such event. Such loss, expenses and liabilities that cost or expense to any Lender shall be deemed to be the amount determined by such Lender may sustainto be the excess, including any loss incurred from obtainingif any, liquidating or employing losses from third partiesof (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, but excluding any loss of margin at the Adjusted LIBOR that would have been applicable to such Loan, for the period following any from the date of such paymentevent to the last day of the then current Interest Period therefor (or, assignment or conversion or any such in the case of a failure to borrow, pay, prepay, convert or continuecontinue a Eurocurrency Rate Loan 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 deposits in the applicable currency of a comparable amount and period from other banks in the eurocurrency market. To request compensation under this Section 2.15(c), a A certificate of any Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate 2.15 shall be delivered to such Borrower and shall be conclusive and binding absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days [REDACTED – Time Period] after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In the event that (i) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any Funding Notice (or any telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any Conversion/Continuation Conversion/‌Continuation Notice (or a telephonic request given for any conversion or continuation) given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, (iii) any payment of any principal of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or (vi) a prepayment of any Eurodollar Rate Loan does not occur on a date specified therefor in any notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15(c), which certificate shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Compensation for Breakage or Non-Commencement of Interest Periods. In Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the event that basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits (including, without duplication, any loss of the Applicable Margin on the relevant Loans)) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Funding Notice (or any a telephonic request for a borrowing) given by the Borrower (other than as a result of a failure by such Lender to make such Term Loan in accordance with its obligations hereunder), whether or not such notice may be rescinded in accordance with the terms hereof, (ii) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in any a Conversion/Continuation Notice (or a telephonic request given for any conversion or continuation; (ii) given by the Borrower, whether if any prepayment or not such notice may be rescinded in accordance with the terms hereof, (iii) any other principal payment of (for the avoidance of doubt, including without limitation any principal deemed prepayment or payment in connection with any Commitment Increase), or any conversion of, any of any its Eurodollar Rate Loan Loans occurs on a day other than on date prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (iv) the conversion of any Eurodollar Rate Loan occurs on a day other than on the last day of an Interest Period applicable thereto, (v) any Eurodollar Rate Loan is assigned other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 that Loan; or (viiii) a if any prepayment of any of its Eurodollar Rate Loan does Loans is not occur made on a any date specified therefor in any a notice of prepayment given by the Borrower, whether or not such notice may be rescinded in accordance with the terms hereof, the Borrower shall compensate each Lender for all losses, costs, expenses and liabilities that . A certificate of such Lender may sustain, including any loss incurred from obtaining, liquidating or employing losses from third parties, but excluding any loss of margin for the period following any such payment, assignment or conversion or any such failure to borrow, pay, prepay, convert or continue. To request compensation under this Section 2.15(c), a Lender shall deliver to the Borrower a certificate setting forth in reasonable detail the basis and calculation of any the amount or amounts that such Lender is entitled to receive pursuant to payable under this Section 2.15(c), which certificate 2.14(c) shall be delivered to Borrower and shall be conclusive and binding absent manifest error. The Borrower , and such amount or amounts shall pay such Lender the amount shown as due on any such certificate be payable within 10 ten (10) days after Borrower’s receipt thereofof such certificate.