Common use of Breakage Compensation Clause in Contracts

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not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR Loans occurs on a date which is not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

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request In the event of (which request shall set forth a) the detailed basis for requesting and the method payment of calculating such compensation), for all reasonable losses (including loss any principal of profits), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Loans) which such Lender may sustain: (i) if for any reason (Eurodollar Loan other than a default by such Lender or the Agent), a Credit Event of LIBOR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR Loans occurs on a date which is not the last day of an Interest Period applicable thereto; thereto (iiiincluding as a result of an Event of Default), (b) if any prepayment the conversion of any Eurodollar Loan other than on the last day of its LIBOR Loans is not made the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on any the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.15 and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a notice result of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Loans pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d3.03 or Section 11.12, then, in any such event, the Borrower shall, after receipt of a written request by any Lender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount), compensate each Lender for the loss, cost and expense (excluding loss of profit) hereof; or (vi) actually incurred by it as a consequence result of such event. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.04, each Lender shall be deemed to have funded each Eurodollar Loan made by it at the Adjusted Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan was in fact so funded. A certificate of any other default by the Borrowers Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to repay its LIBOR Loans when required by the terms of this Agreement or any other election by the Borrowers receive pursuant to this Section 3.04 and the terms hereofreasons therefor delivered to the Borrower shall be prima facie evidence of such amounts. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt of such demand. Notwithstanding the foregoing, this Section 3.04 will not apply to losses, costs or expenses resulting from Taxes, as to which Section 3.02 shall govern. Notwithstanding the foregoing, no Lender shall demand compensation pursuant to this Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.04(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.04(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

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

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request In the event of (which request shall set forth a) the detailed basis for requesting and the method payment of calculating such compensation), for all reasonable losses (including loss any principal of profits), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Loans) which such Lender may sustain: (i) if for any reason (Term SOFR Loan other than a default by such Lender or the Agent), a Credit Event of LIBOR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR Loans occurs on a date which is not the last day of an Interest Period applicable thereto; thereto (iiiincluding as a result of an Event of Default), (b) if any prepayment the conversion of any Term SOFR Loan other than on the last day of its LIBOR Loans is not made the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on any the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.15 and is revoked in accordance therewith) or (d) the assignment of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a notice result of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Loans pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d3.03 or Section 11.12, then, in any such event, the Borrower shall, after receipt of a written request by any Lender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount), compensate each Lender for the loss, cost and expense (excluding loss of profit) hereof; or (vi) actually incurred by it as a consequence result of such event. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.04, each Lender shall be deemed to have funded each Term SOFR Loan made by it at Term SOFR for such Loan by a matching deposit or other borrowing in the applicable interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Term SOFR Loan was in fact so funded. A certificate of any other default by the Borrowers Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to repay its LIBOR Loans when required by the terms of this Agreement or any other election by the Borrowers receive pursuant to this Section 3.04 and the terms hereofreasons therefor delivered to the Borrower shall be prima facie evidence of such amounts. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt of such demand. Notwithstanding the foregoing, this Section 3.04 will not apply to losses, costs or expenses resulting from Taxes, as to which Section 3.02 shall govern. Notwithstanding the foregoing, no Lender shall demand compensation pursuant to this Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements.

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

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

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 2.9(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof2.11(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 2.11(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the terms hereofexcess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

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

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

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), a Credit Event ) an Advance consisting of LIBOR SOFR Loans does not occur on a date specified therefor in a Borrowing Notice of Borrowing or Rate a Conversion/Continuation Request Notice (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.3); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereof; Borrower in accordance herewith or (viv) as a consequence of any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Loans when required by the terms of this Agreement Agreement. The written request of any Lender setting forth any amount or any other election by the Borrowers amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such written request within fifteen (15) days after receipt thereof.

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits), expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansEurodollar Loans but excluding any administrative and/or processing fees) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate repayment or prepayment (whether voluntary or mandatory) or Conversion or Continuation or Rate Conversion of any of its LIBOR Eurodollar Loans occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof; or (vi) as a consequence 3.04(b). The written request of any other default Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower within 30 Business Days of the incurrence by such Lender of such loss or liability provided for in this Section to be compensated by the Borrowers to repay its LIBOR Loans when required by Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the terms of this Agreement or amount shown as due on any other election by the Borrowers pursuant to the terms hereofsuch request within 10 days after receipt thereof.

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

Breakage Compensation. The Borrowers shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainactually sustains in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Parent Borrower or deemed rescinded or withdrawn pursuant to this Agreementwithdrawn); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersParent Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Parent Borrower pursuant to Section 3.9(d) hereof3.03(b); or (viv) as a consequence of (y) any other default by the Borrowers to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.03(b); provided that the terms hereofEurodollar Rate with respect to Initial Term Loans shall be deemed not to be less than 1.00% per annum for purposes of calculating such losses, costs, expenses and liabilities at any time of determination. The written request of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.04 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such request within ten (10) Business Days after receipt thereof.

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurocurrency Loans or Money Market Rate Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), (A) a Credit Event Borrowing of LIBOR Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Notice of Conversion or Rate Conversion/Notice of Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this Agreementsection 2.9(a)), or (B) a Borrowing of Money Market Rate Loans does not occur on a date specified therefor in a Notice of Borrowing; (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Eurocurrency Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any repayment or prepayment of any Money Market Rate Loan occurs on a date which is not the maturity date thereof; (iv) if any prepayment of its LIBOR any Eurocurrency Loans or Money Market Rate Loans, as the case may be, is not made on any date specified in a notice of prepayment given by or on behalf of the BorrowersBorrower; (ivv) if such Lender transfers its LIBOR Loans the Borrower, pursuant to a request by the Borrowers under Section 3.9(dsection 2.11(b) hereof, requires any Lender (other than a Defaulting Lender) to transfer its Eurocurrency Loans and/or Money Market Rate Loans, as the case may be, on any date other than the last day of the Interest Period or maturity date thereof; or (vi) as a consequence of (x) any other default by the Borrowers Borrower to repay its LIBOR Eurocurrency Loans or Money Market Rate Loans, as the case may be, when required by the terms of this Agreement or (y) an election made pursuant to section 2.9(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor or the then maturity date thereof in the case of any Money Market Rate Loan (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan or the period to maturity of such Loan, in the case of a Money Market Rate Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other election banks in the London interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this section shall be delivered to the Borrower and shall be conclusive absent convincing evidence of error. The Borrower shall pay such Lender the amount shown as due on any such request as soon as practicable but in any event within 30 days after receipt by the Borrowers pursuant to the terms hereofBorrower thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable any Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR LoansFixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan, but excluding any loss of anticipated profits) which such Lender may sustainhas incurred in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate a Notice of Continuation or Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Fixed Rate Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto, in each case other than in connection with prepayments required to be made pursuant to Section 2.13(b)(vi); (iii) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Fixed Rate Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any affected Lender setting forth the terms hereofcomputation, in reasonable detail, of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 30 days after receipt thereof.

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable LenderBank, upon its written request (which request shall set forth in reasonable detail the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender Bank to fund its LIBOR LoansEurodollar Loan) which such Lender Bank may sustain: (i) if for any reason (other than a default by such Lender or the AgentBank), borrowing of a Credit Event of LIBOR Loans Eurodollar Loan does not occur on a date specified therefor in a Eurodollar Restatement Notice of Borrowing under subsection 2.03(d) or Rate Conversion/Continuation Request (whether or does not rescinded or withdrawn by or on behalf occur because of the Borrowers existence of an Event of Default or deemed rescinded or withdrawn pursuant to this Agreement); Default Under The Agreement upon the commencement of an Interest Period, (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans Eurodollar Loan occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Loans Eurodollar Loan is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Loans pursuant to a request by the Borrowers under Section 3.9(d) hereofBorrower; or (viiv) as a consequence of (x) any other default by the Borrowers a Borrower to repay its LIBOR Loans Eurodollar Loan when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to subsection 2.05. Such loss, cost, expense and liability to Bank shall be deemed to include an amount determined by Bank to be the terms hereofexcess, if any, of (i) the amount of interest which would have accrued on the principal amount of such loan had such event not occurred, at the interest rate that would have been applicable to such loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a conversion or continuation, for the period that would have been the Interest Period for such loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which Bank would bid were it to bid, at the commencement of such period. A certificate of Bank setting forth any amount or amounts that Bank is entitled to receive pursuant to this section shall be delivered to ONMS and shall be conclusive absent manifest error. Borrower shall pay Bank the amount shown as due on any such request within ten days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing 52 or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any such repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swingline Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swingline Loans) which such Lender may sustainsustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSections 3.01, 3.02 or 3.03); (iib) if any such repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable theretothereto or any Swingline Loan is paid prior to its maturity date; (iiic) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (ivd) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.06(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.06(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Line Loans) which that such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Line Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Continuation or Rate Conversion/Continuation Request Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 2.6(a); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Line Loan is paid prior to the Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof2.8(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 2.8(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

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

Breakage Compensation. The Borrowers Each Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurocurrency Loans or Money Market Rate Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), (A) a Credit Event Borrowing of LIBOR Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Notice of Conversion or Rate Conversion/Notice of Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers any Borrower or deemed rescinded or withdrawn pursuant to this Agreementsection 2.9(a)), or (B) a Borrowing of Money Market Rate Loans does not occur on a date specified therefor in a Notice of Borrowing; (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Eurocurrency Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any repayment or prepayment of any Money Market Rate Loan occurs on a date which is not the maturity date thereof; (iv) if any prepayment of its LIBOR any Eurocurrency Loans or Money Market Rate Loans, as the case may be, is not made on any date specified in a notice of prepayment given by or on behalf of the Borrowersapplicable Borrower; (ivv) if such Lender transfers its LIBOR Loans any Borrower, pursuant to a request by the Borrowers under Section 3.9(dsection 2.11(b) hereof, requires any Lender (other than a Defaulting Lender) to transfer its Eurocurrency Loans and/or Money Market Rate Loans, as the case may be, on any date other than the last day of the Interest Period or maturity date thereof; or (vi) as a consequence of (x) any other default by the Borrowers applicable Borrower to repay its LIBOR Eurocurrency Loans or Money Market Rate Loans, as the case may be, when required by the terms of this Agreement or (y) an election made pursuant to section 2.9(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor or the then maturity date thereof in the case of any Money Market Rate Loan (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan or the period to maturity of such Loan, in the case of a Money Market Rate Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other election banks in the London interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this section shall be delivered to the Company and shall be conclusive absent convincing evidence of error. Each Borrower shall pay such Lender the amount shown as due on any such request as soon as practicable but in any event within 30 days after receipt by the Borrowers pursuant to the terms hereofCompany thereof.

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 5.01(a)); (iib) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its LIBOR SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (ivd) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof; 5.05 or (vie) as a consequence of (i) any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Loans when required by the terms of this Agreement or any other (ii) an election by the Borrowers made pursuant to Section 5.05. The written request of any Lender setting forth any amount or amounts 72 that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) Business Days after receipt thereof. The Borrower shall not be required to compensate a Lender pursuant to this Section 5.02 for any such amounts incurred more than 270 days prior to the date such Lender delivers the written request referenced herein to the Borrower; provided that, if the event giving rise to such losses, costs, expenses and liabilities is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans or ▇▇▇▇▇ Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR SOFR Loans or ▇▇▇▇▇ Loans does not occur on a date specified therefor in a Notice Borrowing Request or a notice of Borrowing continuation or Rate Conversion/Continuation Request conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 2.14(a)); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans SOFR Loan or ▇▇▇▇▇ Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR SOFR Loans or ▇▇▇▇▇ Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan or ▇▇▇▇▇ Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d2.19(b) hereof; or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Loans or ▇▇▇▇▇ Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 2.19(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrowers Each Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which such Lender may sustainsustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (iib) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany; (ivd) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Company pursuant to Section 3.9(d) hereof3.04(b); or (vie) as a consequence of (i) any other default by the Borrowers any Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or (ii) an election made pursuant to Section 3.04(b). The written request of any other election by Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers pursuant to and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the terms hereofamount shown as due on any such request within 10 days after receipt thereof.

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

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR SOFR Loans does not occur on a date specified therefor in a Notice Borrowing Request or a notice of Borrowing continuation or Rate Conversion/Continuation Request conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 2.14(a)); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d2.19(b) hereof; or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 2.19(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

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

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

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Loans or Money Market Rate Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), (A) a Credit Event Borrowing of LIBOR Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Notice of Conversion or Rate Conversion/Notice of Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers such Borrower or deemed rescinded or withdrawn pursuant to this Agreementsection 2.9(a)), or (B) a Borrowing of Money Market Rate Loans does not occur on a date specified therefor in a Notice of Borrowing; (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any repayment or prepayment of any Money Market Rate Loan occurs on a date which is not the maturity date thereof; (iv) if any prepayment of its any LIBOR Loans or Money Market Rate Loans, as the case may be, is not made on any date specified in a notice of prepayment given by or on behalf of the BorrowersBorrower; (ivv) if such the Borrower, pursuant to section 2.11(b) hereof, requires any Lender transfers (other than a Defaulting Lender) to transfer its LIBOR Loans pursuant to a request by and/or Money Market Rate Loans, as the Borrowers under Section 3.9(d) hereofcase may be, on any date other than the last day of the Interest Period or maturity date thereof; or (vi) as a consequence of (x) any other default by the Borrowers Borrower to repay its LIBOR Loans or Money Market Rate Loans, as the case may be, when required by the terms of this Agreement or (y) an election made pursuant to section 2.9(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor or the then maturity date thereof in the case of any Money Market Rate Loan (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan or the period to maturity of such Loan, in the case of a Money Market Rate Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other election banks in the London interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this section shall be delivered to the Borrower and shall be conclusive absent convincing evidence of error. The Borrower shall pay such Lender the amount shown as due on any such request within 30 days after receipt by the Borrowers pursuant to the terms hereofBorrower thereof.

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable the Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such the Lender to fund its LIBOR Loansthe Eurodollar Loans and costs associated with foreign currency hedging obligations incurred by the Lender in connection with any Eurodollar Loan) which such the Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Agent), Lender) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR the Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Loans pursuant to a request by the Borrowers under Section 3.9(d) hereofBorrower; or (viiv) as a consequence of any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement Agreement. The written request of the Lender setting forth any amount or any other election by amounts that the Borrowers Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such request within 15 days after receipt thereof.

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

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

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

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.04(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.04(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 Business Days after receipt thereof. Notwithstanding the foregoing, for each instance set forth above in this Section 3.02, the Administrative Agent and each Lender agree to waive breakage fees up to an amount not to exceed two hundred dollars ($200.00).

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

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

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

Breakage Compensation. The Borrowers shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (y) any other default by the Borrowers to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or (z) an election made pursuant to Section 3.05(b). The written request of any other election Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof. Solely for purposes of calculating amounts payable by the Borrowers pursuant to the terms hereofLenders under this Section 3.02, each Eurodollar Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the Adjusted Eurodollar Rate used in determining the interest rate for such Eurodollar Loan by matching deposit or other borrowing in the interbank Eurodollar market for a comparable period, whether or not such Eurodollar Loan was in fact so funded.

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

Breakage Compensation. The Borrowers Parent Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainactually sustains in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Table of Contents Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers applicable Borrower or deemed rescinded or withdrawn pursuant to this Agreementwithdrawn); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrowersapplicable Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under applicable Borrower pursuant to Section 3.9(d) hereof3.03(b); or (viv) as a consequence of (y) any other default by the Borrowers applicable Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.03(b). The written request of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.04 shall be delivered to the terms hereofParent Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such request within ten (10) Business Days after receipt thereof.

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

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurocurrency Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf other than a Notice of the Borrowers or Borrowing deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurocurrency Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurocurrency Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (x) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurocurrency Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall #4848-6974-4858 be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainactually sustains in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this Agreementwithdrawn); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.03(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.03(b). The written request of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.04 shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swingline Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swingline Loans) which such Lender may sustainsustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSections ‎3.01, ‎3.02 or ‎3.03); (iib) if any such repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable theretothereto or any Swingline Loan is paid prior to its maturity date; (iiic) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (ivd) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereofBorrower pursuant to ‎Section 3.06(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to ‎Section 3.06(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), (A) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request Notice of Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this Agreementsection 2.10(a)), or (B) a Borrowing of Money Market Rate Loans does not occur on a date specified therefor in a Notice of Borrowing; (ii) if any repayment, prepayment, Rate Continuation prepayment or Rate Conversion conversion of any of its LIBOR Eurodollar Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any repayment or prepayment of any of its LIBOR Money Market Rate Loans occurs on a date which is not the maturity date thereof; (iv) if any prepayment of any of its Eurodollar Loans or Money Market Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (ivv) if such Lender transfers its LIBOR Eurodollar Loans pursuant to a request by the Borrowers Borrower under Section 3.9(dsection 2.12(b) hereof; or (vi) as a consequence of (x) any other default by the Borrowers Borrower to repay its LIBOR Eurodollar Loans or Money Market Rate Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to the terms hereofsection 2.10(b).

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainactually sustains in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers applicable Borrower or deemed rescinded or withdrawn pursuant to this Agreementwithdrawn); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under applicable Borrower pursuant to Section 3.9(d) hereof3.03(b); or (viv) as a consequence of (y) any other default by the Borrowers applicable Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.03(b). The written request of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.04 shall be delivered to the terms hereofParent Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans or CDOR Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR SOFR Loans or CDOR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request a notice of continuation or conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 2.14(a)); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans SOFR Loan or CDOR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR SOFR Loans or CDOR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan or CDOR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d2.19(b) hereof; or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Loans or CDOR Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 2.19(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)and documented out-of-pocket losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request a notice of continuation or conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 2.14 a)); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d2.18(b) hereof; or (viv) as a consequence of any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Loans when required by the terms of this Agreement Agreement. The written request of any Lender setting forth any amount or any other election by the Borrowers amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR SOFR Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Loan consisting of LIBOR SOFR Loans does not occur on a date specified therefor in a Borrowing Notice of Borrowing or Rate a Conversion/Continuation Request Notice (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 5.2.); (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion continuation of any of its LIBOR Loans SOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereof; Borrower in accordance herewith or (viv) as a US_ACTIVE\122555645\V-4 consequence of any other default by the Borrowers Borrower to repay its LIBOR or prepay any SOFR Loans when required by the terms of this Agreement Agreement. The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such written request within fifteen (15) days after receipt thereof. (a) any payment or prepayment (whether mandatory or optional) of a LIBOR Loan, or Conversion of a LIBOR Loan, made by such Lender for any reason (including, without limitation, acceleration) on a date other election than the last day of the Interest Period for such Loan; or (b) any failure by the Borrowers pursuant Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Article VI. to be satisfied) to borrow a LIBOR Loan from such Lender on the terms hereofrequested date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or Continuation. Upon the Borrower’s request, any Lender requesting compensation under this Section shall provide the Borrower with a statement setting forth in reasonable detail the basis for requesting such compensation and the method for determining the amount thereof. Absent manifest error, determinations by any Lender in any such statement shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurocurrency Loans) which such Lender may sustainsustain in #4842-1976-9300 #4848-6974-4858 connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf other than a Notice of the Borrowers or Borrowing deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurocurrency Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurocurrency Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.05(b); or (viv) as a consequence of (x) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurocurrency Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Term SOFR Loans or Foreign Currency Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Term SOFR Loans or Foreign Currency Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Term SOFR Loan or Foreign Currency Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Term SOFR Loans or Foreign Currency Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Term SOFR Loan or Foreign Currency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.04(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Term SOFR Loans or Foreign Currency Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.04(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

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

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

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Term SOFR Rate Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the any Agent), a Credit Event of LIBOR Term SOFR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR Term SOFR Rate Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Term SOFR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Term SOFR Rate Loans pursuant to a request by the Borrowers under Section 3.9(d3.11(b) hereof; or (viv) as a consequence of any other default by the Borrowers to repay its LIBOR Term SOFR Rate Loans when required by the terms of this Agreement or any other election by the Borrowers pursuant to the terms hereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Eurodollar Loan, but excluding any loss of the Applicable Margin on such Loans) which such Lender may sustainsustain in connection with any of the foregoing: (i) if for any reason (other than a default by such Lender or the Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Continuation or Rate Conversion/Continuation Request Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Eurodollar Loans occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.04(b); or (viv) as a consequence of (x) any other default by the Borrowers Borrower to repay or prepay its LIBOR Eurodollar Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to Section 3.04(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section (and a reasonable level of detail as to the terms hereofbasis of calculation of such amounts) shall be delivered to the Company and the Borrower responsible therefor and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurocurrency Loans, but excluding loss of margin) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), a Credit Event Borrowing of LIBOR Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Notice of Conversion or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf Notice of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement)Continuation; (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Eurocurrency Loans occurs on a date which is not the last day of an Interest Period applicable theretothereto other than any prepayment made by the Borrower pursuant to section 5.2(g) hereof; (iii) if any prepayment of any of its LIBOR Eurocurrency Loans is not made on any date specified in a notice of prepayment given by or on behalf of the BorrowersBorrower; (ivv) if such Lender transfers its LIBOR Loans the Borrower, pursuant to a request by the Borrowers under Section 3.9(dsection 2.11(b) hereof, requires any Lender (other than a Defaulting Lender) to transfer its Eurocurrency Loans on any date other than the last day of the Interest Period or maturity date thereof; or (vi) as a consequence of any other default by the Borrowers Borrower to repay its LIBOR Eurocurrency Loans when required by the terms of this Agreement Agreement. Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (y) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the London interbank market. A certificate of any other election Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request as soon as practicable but in any event within 10 days after receipt by the Borrowers pursuant to the terms hereofBorrower thereof.

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

Breakage Compensation. The Borrowers applicable Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainactually sustains in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers applicable Borrower or deemed rescinded or withdrawn pursuant to this Agreementwithdrawn); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under applicable Borrower pursuant to Section 3.9(d) hereof3.03(b); or (viv) as a consequence of (y) any other default by the Borrowers applicable Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or (z) an election made pursuant to Section 3.03(b). The written request of any other election Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.04 shall be delivered to the Parent Borrower, through the Administrative Agent, and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such request within ten (10) Business Days after receipt by the Borrowers pursuant to the terms hereofParent Borrower of such written request.

Breakage Compensation. The Borrowers shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR EurodollarSOFR Loans or Swing Loans) which such Lender may sustainactually sustains in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR EurodollarSOFR Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Parent Borrower or deemed rescinded or withdrawn pursuant to this Agreementwithdrawn); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans EurodollarSOFR Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR EurodollarSOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowersParent Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any EurodollarSOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Parent Borrower pursuant to Section 3.9(d) hereof3.03(b); or (viv) as a consequence of (y) any other default by the Borrowers to repay its LIBOR or prepay any EurodollarSOFR Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.03(b); provided that the terms hereofEurodollar RateTerm SOFR with respect to Initial Term Loans and Initial Revolving Loans shall be deemed not to be less than zero percent (0.00%) per annum for purposes of calculating such losses, costs, expenses and liabilities at any time of determination. The written request of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.04 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such request within ten (10) Business Days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Notice of Conversion or Rate Conversion/Notice of Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this Agreementsection 2.9(a)); (ii) if any repayment, prepayment, Rate Continuation prepayment or Rate Conversion of any of its LIBOR Eurodollar Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Section 3.9(d) hereofBorrower pursuant to section 2.11(b); or (viv) as a consequence of (x) any other default by the Borrowers Borrower to repay or prepay its LIBOR Eurodollar Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to section 2.9(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the terms hereofexcess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers shall compensate each applicable Lender, upon its written request In the event of (which request shall set forth a) the detailed basis for requesting and the method payment of calculating such compensation), for all reasonable losses (including loss any principal of profits), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Loans) which such Lender may sustain: (i) if for any reason (EurodollarTerm SOFR Loan other than a default by such Lender or the Agent), a Credit Event of LIBOR Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/Continuation Request (whether or not rescinded or withdrawn by or on behalf of the Borrowers or deemed rescinded or withdrawn pursuant to this Agreement); (ii) if any repayment, prepayment, Rate Continuation or Rate Conversion of any of its LIBOR Loans occurs on a date which is not the last day of an Interest Period applicable thereto; thereto (iiiincluding as a result of an Event of Default), (b) if any prepayment the conversion of any EurodollarTerm SOFR Loan other than on the last day of its LIBOR Loans is not made the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on any the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.15 and is revoked in accordance therewith) or (d) the assignment of any EurodollarTerm SOFR Loan other than on the last day of the Interest Period applicable thereto as a notice result of prepayment given by the Borrowers; (iv) if such Lender transfers its LIBOR Loans pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d3.03 or Section 11.12, then, in any such event, the Borrower shall, after receipt of a written request by any Lender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount), compensate each Lender for the loss, cost and expense (excluding loss of profit) hereof; or (vi) actually incurred by it as a consequence result of such event. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.04, each Lender shall be deemed to have funded each EurodollarTerm SOFR Loan made by it at the Adjusted Eurodollar RateTerm SOFR for such Loan by a matching deposit or other borrowing in the applicable interbank eurodollar market for a comparable amount and for a comparable period, whether or not such EurodollarTerm SOFR Loan was in fact so funded. A certificate of any other default by the Borrowers Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to repay its LIBOR Loans when required by the terms of this Agreement or any other election by the Borrowers receive pursuant to this Section 3.04 and the terms hereofreasons therefor delivered to the Borrower shall be prima facie evidence of such amounts. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt of such demand. Notwithstanding the foregoing, this Section 3.04 will not apply to losses, costs or expenses resulting from Taxes, as to which Section 3.02 shall govern. Notwithstanding the foregoing, no Lender shall demand compensation pursuant to this Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements.

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

Breakage Compensation. The Borrowers Each Borrower shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Fixed Rate Loans or Swing Loans and costs associated with foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate Loan, but excluding any loss of the Applicable Margin on such Loans) which such Lender may sustainsustain in connection with any of the foregoing: (i) if for any reason (other than a default by such Lender or the Global Agent), ) a Credit Event Borrowing of LIBOR Fixed Rate Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers such Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) in connection with the adjustment of any of the Obligations pursuant to Section 2.10; (iii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Fixed Rate Loans occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iiiiv) if any prepayment of any of its LIBOR Fixed Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowerssuch Borrower; (ivv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under such Borrower pursuant to Section 3.9(d) hereof3.05(b); or (vi) as a consequence of (x) any other default by the Borrowers such Borrower to repay or prepay its LIBOR Fixed Rate Loans when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the terms hereofCompany and each other Borrower responsible therefor and shall be conclusive absent manifest error. Each Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which such Lender may sustainsustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 3.01(a)); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof3.04(b); or (viv) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.04(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive 45 pursuant to this Section shall be delivered to the terms hereofBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

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

Breakage Compensation. The Borrowers shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainactually sustains in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Parent Borrower or deemed rescinded or withdrawn pursuant to this Agreementwithdrawn); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersParent Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Parent Borrower pursuant to Section 3.9(d) hereof3.03(b); or (viv) as a consequence of (y) any other default by the Borrowers to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.03(b); provided that the terms hereof.Eurodollar Rate with respect to Initial Term Loans and Initial Revolving Loans shall be deemed not to be less than zero percent (0.00%) per annum for purposes of calculating such losses, costs, expenses and liabilities at any time of determination. The written request of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.04 shall be delivered to the Parent Borrower and shall be conclusive

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans) which such Lender may sustainsustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this AgreementSection 2.9(a)); (iib) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (ivd) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Borrower pursuant to Section 3.9(d) hereof2.11(b); or (vie) as a consequence of (y) any other default by the Borrowers Borrower to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 2.11(b). Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the terms hereofexcess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within 10 days after receipt thereof.

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

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

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

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

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

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

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

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

Breakage Compensation. The Borrowers Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurocurrency Loans or Money Market Rate Loans) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), (A) a Credit Event Borrowing of LIBOR Eurocurrency Loans by the Borrower does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Notice of Conversion or Rate Conversion/Continuation Request Notice of Redenomination (whether or not rescinded or withdrawn by or on behalf of the Borrowers Borrower or deemed rescinded or withdrawn pursuant to this Agreementsection 2.10(a)), or (B) a Borrowing of Money Market Rate Loans by the Borrower does not occur on a date specified therefor in a Notice of Borrowing; (ii) if any repayment, prepayment, Rate Continuation conversion or Rate Conversion Redenomination of any of its LIBOR Eurocurrency Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any repayment or prepayment of any of the Borrower's Money Market Rate Loans occurs on a date which is not the maturity date thereof; (iv) if any prepayment of any of its LIBOR Eurocurrency Loans or Money Market Rate Loans, as the case may be, is not made on any date specified in a notice of prepayment given by the BorrowersBorrower; (ivv) if such Lender transfers its LIBOR Eurocurrency Loans pursuant to a request by the Borrowers Borrower under Section 3.9(dsection 2.12(b) hereof; or (vi) as a consequence of (x) any other default by the Borrowers Borrower to repay its LIBOR Eurocurrency Loans or Money Market Rate Loans, as the case may be, when required by the terms of this Agreement or any other (y) an election by the Borrowers made pursuant to the terms hereofsection 2.10(b).

Breakage Compensation. The Borrowers shall compensate each applicable Lender (including the Swing Line Lender), upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses (including loss of profits)losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its LIBOR Eurodollar Loans or Swing Loans) which such Lender may sustainactually sustains in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent), ) a Credit Event Borrowing of LIBOR Eurodollar Loans or Swing Loans does not occur on a date specified therefor in a Notice of Borrowing or Rate Conversion/a Notice of Continuation Request or Conversion (whether or not rescinded or withdrawn by or on behalf of the Borrowers Parent Borrower or deemed rescinded or withdrawn pursuant to this Agreementwithdrawn); (ii) if any repayment, prepayment, Rate Conversion or Continuation or Rate Conversion of any of its LIBOR Loans Eurodollar Loan occurs on a date which that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any prepayment of any of its LIBOR Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowersParent Borrower; (iv) if such as a result of an assignment by a Lender transfers its LIBOR Loans of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrowers under Parent Borrower pursuant to Section 3.9(d) hereof3.03(b); or (viv) as a consequence of (y) any other default by the Borrowers to repay its LIBOR or prepay any Eurodollar Loans when required by the terms of this Agreement or any other (z) an election by the Borrowers made pursuant to Section 3.03(b); provided that the terms hereofEurodollar Rate with respect to Initial Term Loans and Initial Revolving Loans shall be deemed not to be less than 1.00%zero percent (0.00%) per annum for purposes of calculating such losses, costs, expenses and liabilities at any time of determination. The written request of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.04 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such request within ten (10) Business Days after receipt thereof.