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 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 Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted 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 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 of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment 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 Adjusted LIBOR Rate Loans does not occur on a date specified therefor in a Funding Notice or a telephonic request of Borrowing for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans does not occur on a date specified therefor in a Notice of 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.1715.4(b); or (iii) if any prepayment of any of its Adjusted LIBOR 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 that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) or other principal payment of, or prepayment or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, (iv) as a consequence of any other default by Borrower in the Borrower.repayment of its LIBOR Loans when required by the terms of this Agreement, or (v) as a consequence of becoming a Replaced Lender pursuant to subsection 2.8B.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such that Lender (which request shall set forth in reasonable detail 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds funds, but excluding not including loss of anticipated profits) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of 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 Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Rate 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 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 Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.173.4(b); or (iii) if any prepayment of any of its Adjusted 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 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 of funds borrowed by it to make or carry its Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.. (d)

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 Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment reemployment of such funds but excluding loss of anticipated profits) which such Lender sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR 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 that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; therefor, (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its LIBOR 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 that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment described in subsection 2.4B(i) or conversion occasioned by the circumstances described in subsection 2.6C) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers 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 out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to the lenders of funds borrowed by it to make or carry its Adjusted LIBOR Fixed Rate 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR Fixed Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Fixed Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or 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 Adjusted LIBOR Fixed Rate Loans occurs on any day other than a date that is not the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrowers, or (iv) as a consequence of any other default by the Borrowers in the repayment of their Fixed Rate 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 that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; therefor, (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Rate 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 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 Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted 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 Borrower shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans or BA Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan or any BA Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan or any BA Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; therefor, (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans or BA Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans or BA Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Rate Loans or BA Loans when required by the terms of this Agreement.

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 of funds borrowed by it to make or carry its Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate 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 that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its LIBOR Rate 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 that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR 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 that Lender (which request shall set forth the basis for requesting such amounts)pursuant to Section 2.8, for all reasonable out-of-pocket documented losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans Loans, and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustains: may sustain (excluding lost profits and determined without giving effect to any interest rate “floor”): (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; therefor, (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans (including, in each case, any prepayment or conversion occasioned by the circumstances described in Section 2.6(c)) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR 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 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 Adjusted 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 Applicable Margin and other anticipated profits) which such Lender sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted 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 Borrower Borrowers shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amountsamounts in reasonable detail), for all reasonable out-of-pocket losses, expenses and liabilities (including including, without limitation, any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of 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 Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrowers, or (iv) as a consequence of any other default by Borrowers in the Borrowerrepayment of its LIBOR Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, upon written request by such that Lender (which request shall set forth in reasonable detail 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR LIBO Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR LIBO Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR LIBO Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR LIBO Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR LIBO Rate Loans is not made on any date specified in a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its LIBO Rate 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 that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, (iv) as a consequence of any other default by Borrower in the Borrower.repayment of its LIBOR Loans when required by the terms of this Agreement, or (v) as a consequence of becoming a Replaced Lender pursuant to subsection 2.9B.

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 (x) the difference between 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 Adjusted LIBOR Eurodollar Rate Loans or CDOR Loans and any loss, expense the Eurodollar Rate or liability sustained CDOR 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 but excluding loss of anticipated profitsand any expense or liability incurred in connection therewith) which such Lender sustainsmay actually sustain: (i) if for any reason (other than a default by any such Lender) a borrowing of any Adjusted LIBOR Eurodollar Rate Loans Loan or CDOR Loan does not occur on a date specified therefor in a Funding Borrowing Notice And Certificate or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Eurodollar Rate Loans Loan or CDOR 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 under Sections 2.11 or 2.12 of, or any conversion of, any of its Adjusted LIBOR Eurodollar Rate Loans or CDOR Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (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 2.17Loan; or (iii) if any prepayment of any of its Adjusted LIBOR Eurodollar Rate Loans or CDOR Loans is not made on any date specified in a notice of prepayment given by Borrowers; and (iv) if an assignment of any Loan by a Terminated Lender pursuant to Section 2.16(c) occurs on a date prior to the Borrowerlast day of an Interest Period applicable to that Loan.

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 of funds borrowed by it to make or carry its Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.173.4(b); or (iii) if any prepayment of any of its Adjusted 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 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 of funds borrowed by it to make or carry its Adjusted 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 sustains: (ia) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR Rate Loans does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (iib) if any prepayment or other principal payment of, or any conversion of, any of its Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.172.20.2; or (iiic) if any prepayment of any of its Adjusted LIBOR 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 Borrowers shall compensate each Lender, upon within fifteen (15) days of written request by such Lender (which request shall set forth the basis for requesting such amountsamounts (with a copy to Administrative Agent)), 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 Adjusted LIBOR Rate 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 NAI-1537228099v3 anticipated profits) which such Lender sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing Borrowing of any Adjusted LIBOR Rate Loans RateSOFR 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 Adjusted LIBOR Rate Loans RateSOFR 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 Adjusted LIBOR Rate RateSOFR Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate RateSOFR Loans is not made on any date specified in a notice of prepayment given by Borrower Representative; or (iv) any assignment of such Xxxxxx’s LIBOR RateSOFR Loans pursuant to Section 2.22 on a day other than the Borrowerlast day of the Interest Period for such Loans.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each LenderLender Party, upon written request by such Lender Party (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 of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender sustainsmay 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) a borrowing of any Adjusted LIBOR Loan (other than a Base Rate Loans 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 Adjusted LIBOR Rate Loans does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuationBorrowing Notice; (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Loans (other than a Base Rate Loans Loan) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (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 2.17Loan; or (iii) if any prepayment of any of its Adjusted LIBOR Loans (other than a Base Rate Loans Loan) 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 (x) the difference between 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 Adjusted LIBOR Eurodollar Rate Loans and any loss, expense the Eurodollar Rate such Lender would receive in connection with the liquidation or liability sustained re-employment of such funds and (y) amounts received by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsand any expense or liability incurred in connection therewith) which such Lender sustainsmay actually sustain: (i) if for any reason (other than a default by any such Lender) a borrowing of any Adjusted LIBOR Eurodollar Rate Loans Loan does not occur on a date specified therefor in a Funding Borrowing Notice And Certificate or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Eurodollar Rate Loans 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 under Sections 2.10 or 2.11 of, or any conversion of, any of its Adjusted LIBOR Eurodollar Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (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 2.17Revolving Loan; or (iii) if any prepayment of any of its Adjusted LIBOR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrowers; and (iv) if an assignment of any Revolving Loan by a Terminated Lender pursuant to Section 2.15(c) occurs on a date prior to the Borrowerlast day of an Interest Period applicable to that Revolving Loan.

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 of funds borrowed by it to make or carry its Adjusted LIBOR Rate 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR Rate SOFR 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 Adjusted LIBOR Rate SOFR 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 Adjusted LIBOR Rate SOFR Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrower or (iv) if the Borrower fails to make a payment of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsprofit) which such that Lender sustainshas sustained: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationtherefor; (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (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 2.17Loan; or (iii) if any prepayment of any of its Adjusted LIBOR Rate Loans is not made on any date specified in a notice Notice of prepayment Prepayment given by Company; or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its LIBOR Rate 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 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 Adjusted 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted 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 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 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 Adjusted 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that portion of the Term Loan (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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Company. *** Certain confidential information has been omitted and filed separately with the BorrowerCommission. Confidential treatment has been requested with respect to the omitted portions.

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 and calculation 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 Adjusted 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted 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 Borrower Borrowers shall compensate each Lender, upon written request by such that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained 48 CREDIT AGREEMENT by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment pursuant to subsection 2.4A or 2.4B(i)) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrowers, or (iv) as a consequence of any other default by Borrowers in the Borrowerrepayment of its LIBOR Loans when required by the terms of this Agreement.

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 of funds borrowed by it to make or carry its Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the applicable 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 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 Adjusted LIBOR 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 Adjusted LIBOR Term SOFR 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 Adjusted LIBOR Term SOFR 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 Adjusted LIBOR Term SOFR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Term SOFR 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 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 of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment 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 Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.173.4(b); or (iii) if any prepayment of any of its Adjusted LIBOR 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 of funds borrowed by it to make or carry its Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.65

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable out-of-pocket losses, expenses and liabilities (including including, without limitation, any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans (after accounting for any income received by the Lender in connection with its redeployment of such funds) and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of 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 Adjusted LIBOR Rate Loans occurs on any day other than a date that is not the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.9, for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; therefor, (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.7C) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its LIBOR Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall Company agrees to compensate each Lender, upon its written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amountscompensation), 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 Adjusted LIBOR Rate Loans and including, without limitation, any loss, expense or liability sustained incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender in connection with the liquidation or re-employment of such funds to fund its LIBOR Loans but excluding loss of anticipated profits) which such Lender sustainsmay sustain: (i) if for any reason (other than a default by such LenderLender or Administrative Agent) a borrowing of any Adjusted of, or conversion from or into, LIBOR Rate Loans does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation Notice of any Adjusted LIBOR Rate Loans does not occur on a date specified therefor in a Conversion/Continuation Notice (whether or a telephonic request for conversion not withdrawn by Company or continuationdeemed withdrawn pursuant to Section 2.6B); (ii) if any prepayment or other principal payment of, repayment (including any prepayment or any repayment made pursuant to Section 2.4B(i) or as a result of an acceleration of the Loans pursuant to Section 8) or conversion of, of any of its Adjusted LIBOR Rate Loans under Section 2.2D occurs on any day other than a date which is not the last day of an Interest Period applicable to that Loan (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 2.17respect thereto; or (iii) if any prepayment of any of its Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Company; or (iv) as a consequence of (x) any other default by Company to repay LIBOR Loans when required by the Borrowerterms of this Agreement or any Note held by such Lender, (y) any election made pursuant to Section 2.6C or (z) any DDTL Conversion.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon within ten (10) days after written request by such DIP Lender (which request shall set forth in reasonable detail 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 DIP Lender to lenders DIP Lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such DIP Lender in connection with the liquidation or re-re employment of such funds but excluding loss of anticipated profits) which such DIP Lender sustainsmay sustain: (i) if for any reason (other than a default by such DIP Lender) a borrowing of any Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted 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 Borrower Borrowers shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable out-of-pocket losses, expenses and liabilities (including including, without limitation, any additional interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of 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 Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrowers, or (iv) as a consequence of any other default by Borrowers in the Borrowerrepayment of its LIBOR Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable out-of-pocket losses, expenses and liabilities (including including, without limitation, any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of 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 Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its LIBOR Rate 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 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 or its Affiliates to make or carry its Adjusted any LIBOR Rate Loans Portion and any loss, expense or liability sustained by such Lender or its Affiliates in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) , and including any or funding breakage costs incurred by such Lender or its Affiliates, whether such costs are payable to a third party or an Affiliate of such Lender, but if payable to an Affiliate of such Lender, subject to Borrower’s receipt of evidence reasonably satisfactory to Borrower of such Affiliate’s incurrence of such costs to a non-Affiliate), which such Lender sustainsor its Affiliates may sustain: (i) if for any reason (other than a default by such Lender) a borrowing Loan in respect of any Adjusted LIBOR Rate Loans Portion does not occur or continue on a date specified therefor in a Funding Notice or Loan Request, unless such failure is due to a telephonic request for borrowingdefault by such Lender, or a conversion to or continuation of any Adjusted LIBOR 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 Adjusted LIBOR Rate Loans 41 Portion occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (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 2.17Loan; or (iii) if any prepayment of any of its Adjusted LIBOR Rate Loans Portion 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 within fifteen (15) days of written request by such Lender (which request shall set forth the basis for requesting such amountsamounts (with a copy to Administrative Agent)), 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 Adjusted 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing Borrowing of any Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower Representative; or (iv) any assignment of such Lender’s LIBOR Rate Loans pursuant to Section 2.22 on a day other than the Borrowerlast day of the Interest Period for such Loans.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable out-of-pocket losseslosses (not including lost profits), expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowingLoan/Letter of Credit Request, or a conversion to or continuation of any Adjusted LIBOR Rate Loans 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 prepayment (including any prepayment pursuant to Section 2.5.B) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate 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 its LIBOR Rate Loans when required by the terms of this Agreement. Notwithstanding the foregoing, no Lender is required to purchase Dollar deposits in the London interbank market or any other offshore dollar market to fund or match fund LIBOR Rate Loans, and the provisions hereunder shall be deemed to apply as if each such Lender had purchased such deposits for each applicable Interest Period to fund to match fund the corresponding LIBOR Rate Loan.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers shall compensate each Lender, upon written request by such that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Eurodollar Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Eurodollar Rate Loans Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowingLoan/Letter of Credit Request, or a conversion to or continuation of any Adjusted LIBOR Eurodollar Rate Loans 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 prepayment (including any prepayment pursuant to Section 2.5.B) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Eurodollar Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the applicable Borrower, (iv) as a consequence of any other default by any Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement, (v) as a consequence of the consummation of the transactions contemplated by the Lender Common Stock Conversion Documents or (vi) as a consequence of the consummation of the transactions contemplated by the Bank One/Nortel/TD Common Stock Conversion Documents.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Conversion/Notice of Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall Company agrees to compensate each Lender, upon its written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amountscompensation), 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 Adjusted LIBOR Rate Loans and including, without limitation, any loss, expense or liability sustained incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender in connection with the liquidation or re-employment of such funds to fund its LIBOR Loans but excluding loss of anticipated profits) which such Lender sustainsmay sustain: (i) if for any reason (other than a default by such LenderLender or Administrative Agent) a borrowing of any Adjusted of, or conversion from or into, LIBOR Rate Loans does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation Notice of any Adjusted LIBOR Rate Loans does not occur on a date specified therefor in a Conversion/Continuation Notice (whether or a telephonic request for conversion not withdrawn by Company or continuationdeemed withdrawn pursuant to Section 2.6B); (ii) if any prepayment or other principal payment of, repayment (including any prepayment or any repayment made pursuant to Section 2.4B(i) or as a result of an acceleration of the Loans pursuant to Section 8) or conversion of, of any of its Adjusted LIBOR Rate Loans under Section 2.2D occurs on any day other than a date which is not the last day of an Interest Period applicable to that Loan (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 2.17respect thereto; or (iii) if any prepayment of any of its Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Company; or (iv) as a consequence of (x) any other default by Company to repay LIBOR Loans when required by the Borrower.terms of this Agreement or any Note held by such Lender or (y) any election made pursuant to Section 2.6C.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such that Lender (which request shall set forth in reasonable detail 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds funds, but excluding not including loss of anticipated profits) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of 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 Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryTerm Loan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers shall compensate each Lender, upon written request by such that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period interest period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by any Borrower, or (iv) as a consequence of any other default by either Borrower in the Borrowerrepayment of its LIBOR 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 that 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 that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of 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 Adjusted LIBOR Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable out-of-pocket losses, expenses and liabilities (including including, without limitation, any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment reemployment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including, without limitation, any prepayment pursuant to subsection 2.4B(i)) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Company, or (iv) as a consequence of any other default by Company in the Borrowerrepayment of its LIBOR Rate 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 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 Adjusted 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 sustains: (ia) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR Rate Loans does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (iib) if any prepayment or other principal payment of, or any conversion of, any of its Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.172.20.2; or (iiic) if any prepayment of any of its Adjusted 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 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 of funds borrowed by it to make or carry its Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrower of (iv) if the Borrower fails to make a payment of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Agent, for the benefit of itself and the applicable Revolving Lender or Term A Lender, upon written request by such Lender Agent (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 Agent to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans Loan and any loss, expense or liability sustained by such Agent or any Revolving Lender or Term A Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which Agent or such Lender sustainsmay sustain: (i) if for any reason (other than a default by Agent or such Lender) a borrowing of any Adjusted a LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted a LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of 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 Adjusted a LIBOR Rate Loans Loan occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans Loan is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of their LIBOR Rate Loan when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Borrowers shall compensate each Lender, upon within fifteen (15) days of written request by such Lender (which request shall set forth the basis for requesting such amountsamounts (with a copy to Administrative Agent)), 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 Adjusted LIBOR Rate 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing Borrowing of any Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate Loans 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 Adjusted LIBOR Rate SOFR Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate SOFR Loans is not made on any date specified in a notice of prepayment given by Borrower Representative; or (iv) any assignment of such Xxxxxx’s SOFR Loans pursuant to Section 2.22 on a day other than the Borrowerlast day of the Interest Period for such Loans.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts)) pursuant to subsection 2.8, for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; therefor, (ii) if any prepayment (including any prepayment described in subsection 2.4B(i) or conversion occasioned by the circumstances described in subsection 2.6C) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by Borrower, or (iv) as a consequence of any other default by Borrower in the Borrowerrepayment of its LIBOR Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower Company shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable out-of-pocket losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such that Lender to lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds funds) which that Lender may sustain (but excluding loss of anticipated profits) which such Lender sustains: LIBOR Margin that would have accrued over the remaining portion of the applicable Interest Period): (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice of Borrowing or a telephonic request for borrowingtherefor, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; therefor, (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans (including any prepayment, repayment, or conversion occasioned by the circumstances described in subsection 2.6C) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 or unscheduled repayment of any of its Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment or repayment given by the BorrowerCompany, or (iv) as a consequence of any other default by the Company in the repayment of its LIBOR Loans when required by the terms of this Agreement.

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 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 Adjusted 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the applicable 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 in reasonable detail 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 |US-DOCS\140731213.5|| borrowed by it to make or carry its Adjusted LIBOR Rate Term 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR Rate Loans Term 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 Adjusted LIBOR Rate Loans Term SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice an Interest Election Request or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Adjusted LIBOR Rate Term SOFR Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.172.20) 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 Adjusted LIBOR Rate Term SOFR Loans is not made on any date specified in a notice of prepayment given by the Borrower. The Borrower shall not be required to compensate a Lender pursuant to this Section 2.16(c) for any losses, expenses and liabilities incurred more than one hundred eighty (180) days prior to the date that such Xxxxxx delivers written request for compensation to the Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable out-of-pocket losses, expenses and liabilities (including including, without limitation, any interest paid or calculated to be due and payable by such that Lender to the lenders of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any actual loss, expense or liability sustained by such that Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profitsfunds) which such that Lender sustainsmay sustain: (i) if for any reason (other than a default by such that Lender) a borrowing of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Funding Notice and Certificate of Borrowing or a telephonic request for borrowing, or a conversion to or continuation of any Adjusted LIBOR Rate Loans Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation; , (ii) if any prepayment (including any prepayment pursuant to Section 2.4(b)) or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Rate Loans occurs on any day other than a date that is not the last day of an Interest Period applicable to that Loan (whether voluntaryLoan, 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 Adjusted LIBOR Rate 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 its LIBOR Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each LenderLender Party, upon written request by such Lender Party (which [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 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 of funds borrowed by it to make or carry its Adjusted 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 sustainsmay 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) a borrowing of any Adjusted LIBOR Loan (other than a Base Rate Loans 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 Adjusted LIBOR Rate Loans does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuationBorrowing Notice; (ii) if any prepayment or other principal payment of, or any conversion of, of any of its Adjusted LIBOR Loans (other than a Base Rate Loans Loan) occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (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 2.17Loan; or (iii) if any prepayment of any of its Adjusted LIBOR Loans (other than a Base Rate Loans Loan) 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 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 Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment re‑employment of such funds but excluding loss of anticipated profits, collectively, “Breakage Costs” ) which such Lender sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.173.4(b); or (iii) if any prepayment of any of its Adjusted 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 Borrower shall compensate each Lender, upon within thirty (30) days of 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 of funds borrowed by it to make or carry its Adjusted LIBOR Rate LIBO RateTerm 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 sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR Rate Loans LIBO RateTerm 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 Adjusted LIBOR Rate Loans LIBO RateTerm 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 Adjusted LIBOR Rate LIBO RateTerm SOFR Loans occurs on any day other than a date prior to the last day of an Interest Period applicable to that Loan (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 2.17Loan; or (iii) if any prepayment of any of its Adjusted LIBOR Rate LIBO RateTerm SOFR Loans is not made on any date specified in a notice of prepayment given by Borrower. With respect to any Xxxxxx’s claim for compensation under this Section 2.15, Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) calendar days prior to the Borrowerdate that such Lender notifies Borrower of the event that gives rise to such claim.

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 of funds borrowed by it to make or carry its Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment re‑employment of such funds but excluding loss of anticipated profits, collectively, “Breakage Costs” ) which such Lender sustainsmay sustain: (i) if for any reason (other than a default by such Lender) a 50 borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.173.4(b); or (iii) if any prepayment of any of its Adjusted 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 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 of funds borrowed by it to make or carry its Adjusted 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 sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 2.173.4(b); or (iii) if any prepayment of any of its Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the applicable 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 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 Adjusted LIBOR Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment re‑employment of such funds but excluding loss of Applicable Margin and other anticipated profits) which such Lender sustains: (i) if for any reason (other than a default by such Lender) a borrowing of any Adjusted LIBOR 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 Adjusted LIBOR 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 Adjusted LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Loan (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 Adjusted LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.