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

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, 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 interest paid or 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) a borrowing of any SOFR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; Loan or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrowers.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such 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 such Lender to Lenders 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 sustainsustains: (i) if for any reason (other than a default by such Lender) a borrowing of any SOFR Loan Loans does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan Loans does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including as a result of an assignment in connection with the replacement of a Lender pursuant to Section 3.4(b)2.17; or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers shall compensate each Lender, upon written request by such 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 such Lender to Lenders 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 may sustainsustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Term SOFR Loan Rate Loans does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Term SOFR Loan Rate Loans does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment or other principal payment of, or any conversion of, any of its Term SOFR Rate Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including as a result of an assignment in connection with the replacement of a Lender pursuant to Section 2.20.2; or (iii) if any prepayment of any of its Term SOFR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrowers.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower NewPageCo shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerNewPageCo.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor therefore in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that LoanLoan (including, without limitation, pursuant to Section 2.13(c) hereof); or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 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 LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-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 SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR LIBOR Rate Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, of any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Each Borrower shall compensate each LenderBank, upon written request by such Lender Bank to the Administrative Agent within five (5) Business Days after the applicable event (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender Bank to Lenders banks of funds borrowed by it to make or carry its SOFR LIBOR Loans, Euribor Loans or BA Loans and any loss, expense or liability sustained by such Lender Bank in connection with the liquidation or re-employment reemployment of such funds but excluding loss of anticipated profits) which such Lender Bank may sustain: (i) if for any reason (other than a default by such LenderBank) a borrowing continuation of any SOFR Loan LIBOR Loans, Euribor Loans or BA Loans does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, of any of its SOFR LIBOR Loans, Euribor Loans or BA Loans occurs on a date prior to the last day of an Interest Period applicable to that LoanTerm Loan (including, without limitation, pursuant to Section 2.18(b) hereof); or (iii) if any prepayment of any of its SOFR LIBOR Loans, Euribor Loans or BA Loans is not made on any date specified in a notice of prepayment given by the such Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; Loan or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth include the basis for requesting such amountscertificate described in Section 2.15(c) below), 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 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 profitsprofits or margin) which such Lender may sustainactually incurred by it as a result of: (i) if for any reason (other than a default by such Lender) a borrowing of any SOFR Loan does not occur on a date specified therefor in a Funding Borrowing Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment of principal or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrower (for a reason other than the failure of such Lender to make a Loan).

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or calculated to be due and payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR 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) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowingNotice, or a conversion to or continuation of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuationNotice; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR LIBOR Rate Loans occurs on a date prior to the last any day of other than an Interest Period applicable to that LoanPayment Date (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amountsamounts in reasonable detail), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders 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) a borrowing of any SOFR Loan does not occur on a date specified therefor in a Funding Notice Borrowing Request or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice notice of conversion or continuation or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or calculated to be due and payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-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 SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR LIBOR Rate Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that Loanportion of the Term Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, 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 interest paid or payable by such Lender to the Lenders of funds borrowed by it to make or carry its SOFR LIBO 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 SOFR LIBO Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR LIBO Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR LIBO Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR LIBO Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, borrowing or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Each Borrower shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR Loans LIBOR Advances 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 SOFR Loan LIBOR Advance does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan LIBOR Advance does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, of any of its SOFR Loans LIBOR Advances occurs on a date prior to the last day of an Interest Period applicable to that LoanAdvance; or (iii) if any prepayment repayment of any of its SOFR Loans LIBOR Advances is not made on any date specified in a notice of prepayment given by the any Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds deposits but excluding loss of anticipated profitsprofits or loss of margin) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or calculated to be due and payable by such Lender to Lenders 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) a borrowing of any SOFR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers shall compensate each Lender, upon written request by such 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 paid, or payable calculated to be due and payable, by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR Loans Loans, and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds funds, but excluding loss of anticipated profits) which that such Lender may sustainsustains if: (i) if for any reason (other than a default by such Lender) ), a borrowing of any SOFR Loan Loans does not occur on a date specified therefor in a Funding Notice (or a telephonic request for borrowing), or a conversion to to, or continuation of of, any SOFR Loan Loans does not occur on a date specified therefor in a Conversion/Conversion / Continuation Notice (or a telephonic request for conversion or continuation); (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including as a result of an assignment in connection with the replacement of a Lender pursuant to Section 2.17; or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the any Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 45 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, 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 interest paid or calculated to be due and payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR Revolving 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 SOFR Revolving Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan borrowing does not occur on a the date specified therefor in a Conversion/Continuation such Funding Notice or a telephonic request for conversion or continuationrequest; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Revolving Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any a prepayment of any of its SOFR Revolving Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or and (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or calculated to be due and payable by such Lender to Lenders 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) a borrowing of any SOFR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowingNotice, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrowers.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR 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 SOFR Eurodollar Rate Loan does not occur on a date specified therefor therefore in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor therefore in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, of any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each LenderBank, upon written request by such Lender Bank to the Administrative Agent within five (5) Business Days after the applicable event (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender Bank to Lenders banks of funds borrowed by it to make or carry its SOFR LIBOR Loans and any loss, expense or liability sustained by such Lender Bank in connection with the liquidation or re-re employment of such funds but excluding loss of anticipated profits) which such Lender Bank may sustain: (i) if for any reason (other than a default by such LenderBank) a borrowing of any SOFR LIBOR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, borrowing or a conversion to or continuation of any SOFR LIBOR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any conversion or any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to the last day of an Interest Period applicable to that LoanLIBOR Loan (including, without limitation, pursuant to Section 2.15(b) hereof); or (iii) if any prepayment of any of its SOFR LIBOR Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or calculated to be due and payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR 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) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowingNotice, or a conversion to or continuation of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuationNotice; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR LIBOR Rate Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers shall compensate each Lender, 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 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 LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-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 SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowingNotice, or a conversion to or continuation of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuationNotice; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR LIBOR Rate Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrower Representative.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, 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 interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its SOFR Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-re employment of such funds but excluding loss of anticipated profits) which that such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lenderthe Administrative Agent, upon written request by such any Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders the lenders of funds borrowed by it to make or carry its SOFR Loans and any actual loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds funds, but excluding any 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 SOFR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowingof Borrowing, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; Continuation, (ii) if any payment (including any prepayment pursuant to Section 2.4A(iv) or other principal payment of, assignment pursuant to Section 2.8 or any Section 10.5B) or conversion of, of any of its SOFR Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Loan; or , (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrower, or (iv) as a consequence of any other default by the Borrower in the repayment of their SOFR Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, 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 interest paid or calculated to be due and payable by such Lender to Lenders lenders of funds borrowed by it to make or carry its SOFR 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 and including loss of anticipated profits) which such Lender may actually sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowingNotice, or a conversion to or continuation of any SOFR LIBOR Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuationNotice; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR LIBOR Rate Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Each Borrower shall compensate each LenderBank, upon written request by such Lender Bank to the Administrative Agent within five (5) Business Days after the applicable event (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender Bank to Lenders banks of funds borrowed by it to make or carry its SOFR LIBOR Loans and any loss, expense or liability sustained by such Lender Bank in connection with the liquidation or re-re employment of such funds but excluding loss of anticipated profits) which such Lender Bank may sustain: (i) if for any reason (other than a default by such LenderBank) a borrowing of any SOFR LIBOR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, borrowing or a conversion to or continuation of any SOFR LIBOR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any conversion or any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to the last day of an Interest Period applicable to that LoanLIBOR Loan (including, without limitation, pursuant to Section 2.18(b) hereof); or (iii) if any prepayment of any of its SOFR LIBOR Loans is not made on any date specified in a notice of prepayment given by the such Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, 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 interest paid or calculated to be due and payable by such Lender to Lenders 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) a borrowing of any SOFR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amountsamounts in reasonable detail), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders 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) a borrowing of any SOFR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its SOFR Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrower.