Common use of Break Funding Payments Clause in Contracts

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, 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 or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by or on behalf of the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable theretothereto (including as a result of an Event of Default), (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(h) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.18 or Section 9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower conversion or prepayment of any principal of any Eurocurrency LIBO Rate Revolving Loan or CDOR Revolving Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration or otherwise), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency LIBO Rate Revolving Loan or CDOR Revolving Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (dc) the assignment of any Eurocurrency LIBO Rate Revolving Loan or CDOR Revolving Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Lead Borrower shall compensate each Lender for the loss, cost and expense incurred by such Lender that is attributable to such event (other than loss of profit). In the case of a Eurocurrency LIBO Rate Revolving Loan or CDOR Revolving Loan, such the loss, cost or expense to of any Lender shall be deemed to include an the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Revolving Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or CDOR Revolving Loan, as applicable, that would have been applicable to such Revolving 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 borrow, convert or continue, for the period that would have been the Interest Period for such Revolving Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency marketEurodollar market or the Canadian market for bankers’ acceptances, as applicable; it being understood that such loss, cost or expense shall in any case exclude any interest rate floor and all administrative, processing or similar fees. A certificate of any Lender (i) setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16, the basis therefor and, in reasonable detail, the manner in which such amount or amounts were determined and (ii) certifying that such Lender is generally charging the relevant amounts to similarly situated borrowers shall be delivered to the Lead Borrower and shall be conclusive absent manifest error. The Lead Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan, CDOR Rate Loan or EURIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan, CDOR Rate Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan, CDOR Rate Loan or EURIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(b) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Loan, CDOR Rate Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the applicable Borrower shall compensate each Lender for the actual loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, CDOR Rate Loan or EURIBOR Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate, the CDOR Rate or the EURIBO Rate, as applicable (and without reference to the Applicable Margin) 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 borrow, convert or continue, 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 which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency London or European interbank market. A certificate of any Lender setting forth as to any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Administrative Borrower and shall be conclusive absent manifest error. The Administrative Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan or B/A Loan other than on the last day of an Interest Period or Contract Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan or B/A Loan other than on the last day of the Interest Period or Contract Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan or B/A Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(b) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Loan or B/A Loan other than on the last day of the Interest Period or Contract Period applicable thereto as a result of a request by the a Borrower Representative pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 applicable Borrower Representative and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.08), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.08(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Applicable Borrower pursuant to Section 2.19 or Section 9.02(c)2.17, then, in any such event, event the Applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued or has been payable on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanLoan (but not the Applicable Margin applicable thereto), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market or other applicable market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this Section 2.13 for any costs amounts under this Section 2.13 incurred more than 120 180 days prior to the date that such Lender notifies the Applicable Borrower of the event giving rise such amount and of such Lender’s intention to such costsclaim compensation therefor.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Eurodollar Loan or BA Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Canadian Borrower pursuant to Section 2.19 or Section 9.02(c)2.20, then, in any such event, the Canadian Borrower shall compensate each Lender for the loss, cost and expense (but exclusive of lost profit or margin) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continuecontinue a Eurodollar Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in Euros of a comparable amount and period from other banks in the Eurocurrency Eurodollar market. In the case of any BA Loan, such loss, cost or expense to any Lender shall be deemed to be the amount reasonably determined by such Lender to be the excess, if any, of (i) in the case of an event described in clause (c) above, the face amount of the BAs accepted and purchased by such Lender (or, if applicable, the principal amount of the BA Equivalent Loan made) for the purpose of such BA Loan minus the Discount Proceeds of such BAs (or BA Equivalent Loan) and (ii) in the case of an event described in clause (d) above, the face amount of such BAs (or, if applicable, the principal amount of such BA Equivalent Loan) minus amounts received as a result of such assignment, over the amount of interest that would accrue on such principal amount for such period at the interest rate such Lender would bid were it to bid at the commencement of such period for deposits in Canadian Dollars of a comparable amount and period from other banks in the Canadian 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 Canadian Borrower and shall be conclusive absent manifest errorprima facie evidence of the amounts thereof. The Canadian Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)the CAM Exchange, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense to such Lender attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth in reasonable detail 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 certificate within 30 thirty (30) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Euro-Currency Loan (or Swingline Loan that is not an ABR Loan) other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Euro-Dollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Euro-Currency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(b) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Euro-Currency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the relevant Borrower shall compensate each Lender for the lossloss (excluding loss of margin), cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in Dollars or Euro deposits, as applicable, other applicable currency of a comparable amount and period from other banks in the Eurocurrency London interbank market; provided, however, that such Borrower shall not be required to compensate any Lender for any costs of terminating or liquidating any hedge or trading position (including any rate swap, basis swap, forward rate transaction, interest rate option, cap, collar or floor transaction, or any similar transaction). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and the calculation of such amount or amounts in reasonable detail shall be delivered to the Borrower and shall be conclusive absent manifest clearly demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate free of clearly demonstrable error within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto therefor (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Syndicated Eurodollar Loan other than on the last day of the an Interest Period applicable theretotherefor, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(h2.11(b) and is revoked in accordance therewith) or herewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 of any Syndicated Eurodollar Loan other than on the last day of an Interest Period therefor or Section 9.02(c)of any Competitive Loan, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a Syndicated Eurodollar Loan) or the LIBO Rate (in the case of a Competitive Eurodollar Loan) for such Loan)Interest Period, over (ii) the amount of interest that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for Dollar deposits from other banks in the eurodollar market at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower or prepayment of any principal of any Eurocurrency LIBOR Loan other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration (including as a result of an Event of Defaulta bankruptcy filing, or otherwise), (b) the conversion by the Borrower of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.7(a) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period or maturity date applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c3.7(b), then, in any such event, the Borrower shall compensate each applicable Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency LIBOR Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBOR 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 borrow, convert or continue, 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 or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurocurrency 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 certificate within 30 ten days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any (i) Eurocurrency Loan or (ii) Swingline Loan that has an Interest Period, other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any (i) Eurocurrency Loan or (ii) Swingline Loan that has an Interest Period, on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any (i) Eurocurrency Loan or (ii) Swingline Loan that has an Interest Period, other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or other rate applicable to any such Swingline Loan that would have been applicable to such LoanLoan (but excluding any margin), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency or other applicable market. For the avoidance of doubt, each of the foregoing references to Swingline Loans in this Section 2.16 shall exclude any Swingline Loan that is an ABR Loan. 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 applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(d) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c9.02(d), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (other than any lost profits) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Eurocurrency Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Eurocurrency Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 days ten (10) Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In Subject to Section 9.05(f), in the event of (a) the payment by the Borrower conversion or prepayment of any principal of any Eurocurrency LIBO Rate Loan or BA Rate Loan other than on the last day of an Interest Period or BA Period, as applicable, applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration or otherwise), (b) the conversion by failure to borrow, convert, continue or prepay any LIBO Rate Loan or BA Rate Loan on the Borrower date or in the amount specified in any notice delivered pursuant hereto or (c) the assignment of any Eurocurrency LIBO Rate Loan or BA Rate Loan of any Lender other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest BA Rate Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the amount of any actual out-of-pocket loss, cost and expense incurred by such Lender that is attributable to such event (other than loss of profit). In the case of a Eurocurrency LIBO Rate Loan or BA Rate Loan, such as applicable, the amount of any actual out-of-pocket loss, cost or expense to of any Lender shall be deemed to include an the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or BA Rate, as applicable, 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 or BA Period, as applicable, therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period or BA Period, as applicable, for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, (A) in the applicable currency of a comparable amount and period from other banks in the Eurocurrency marketEurodollar market or (B) in Canadian Dollars of a comparable amount and period bearing interest at the BA Rate, as applicable; it being understood that such loss, cost or expense shall in any case exclude any interest rate floor and all administrative, processing or similar fees. A certificate of any Lender (i) setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16, the basis therefor and, in reasonable detail, the manner in which such amount or amounts were determined and (ii) certifying that such Lender is generally charging the relevant amounts to similarly situated borrowers shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(h2.11(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate (in the case of a Eurodollar Loan) for such Loan)Interest Period, over (ii) the amount of interest that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan to a Loan of a different Type or Interest Period other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan or to pay any amount owing in respect of any Acceptance on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.12(d) and is revoked in accordance therewith) ), or (d) the assignment or deemed assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 2.20 or Section 9.02(c)the CAM Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, 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 or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency 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 Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the a Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of DefaultDefault with respect to any Borrower), (b) the conversion by the Borrower of any Eurocurrency Loan made to a Borrower other than on the last day of the an Interest Period applicable theretotherefor, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan made to a Borrower on the date specified in any notice delivered pursuant hereto (including, in connection with any Commitment Increase Date, and regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(h2.09(f) and is revoked in accordance therewithherewith) or (d) the assignment as a result of a request by a Borrower pursuant to Section 2.19(b) of any Eurocurrency Loan made to such Borrower other than on the last day of the an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)therefor, then, in any such event, the such Borrower shall compensate each affected Lender for the loss, cost and expense attributable to such event (other than excluding loss of profitanticipated profits). In the case of a Eurocurrency LoanLoan made to a Borrower, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of of: (i) the amount of interest that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had referred to in clauses (a) through (d) of this Section 2.15 denominated in the Currency of such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, Loan for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Eurocurrency Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Loan)Currency for such Interest Period, over over (ii) the amount of interest that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender would bid were it to bid(or an Affiliate of such Lender) for deposits denominated in such Currency from other banks in the Eurocurrency market or in the case of any Non-LIBOR Quoted Currency, in the relevant market for such Non-LIBOR Quoted Currency, in each case, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, . Payments under this Section shall be made upon written request of a comparable amount and period from other banks in Lender delivered to the Eurocurrency market. A applicable Borrower not later than 10 Business Days following a payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section accompanied by a written certificate of any such Lender setting forth any in reasonable detail the amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and Section, which certificate shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days 10 Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by to borrow (other than due to the Borrower default of the relevant Lender or with respect to borrowBorrowings that are expressly stated to be contingent on certain transactions), convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, upon the request of the affected Lender, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, 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 Adjusted Eurocurrency LIBO 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 borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(a)(iv) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 or Section 9.02(c9.02(d), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Term Benchmark Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Term Benchmark Loan had such event not occurred, at the Adjusted Eurocurrency Term SOFR Rate or CDOR Rate, as applicable, that would have been applicable to such Term Benchmark 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 borrow, convert or continue, for the period that would have been the Interest Period for such Term Benchmark Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency marketapplicable offshore interbank market (in the case of a Term Benchmark Loan other than a CDOR Loan) or for Canadian Dollar deposits of a comparable amount and period form other banks in the Canadian interbank market (in the case of a CDOR Loan). 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 Representative and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 twenty (20) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(d) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 or Section 9.02(c9.02(d), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense (excluding any loss of margin or profit therefrom) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanEurodollar Loan (but not including the Applicable Rate, margin or profit applicable thereto), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and upon delivery of such items shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan (or to convert any ABR Loan into a Eurodollar Loan) on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(d) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower to replace a Lender pursuant to Section 2.19 2.18(b) or Section 9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and reasonable expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate (without consideration of the Applicable 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 borrow, convert or continue, 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 dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency marketeurodollar market (without consideration of the Applicable Rate). 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 certificate within 30 10 days after the Borrower’s receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewithrevoked) or (dc) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profit) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall may be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanLoan (and excluding any Applicable Rate), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan)therefor, over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth in reasonable detail 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 certificate within 30 ten (10) days (or such later date as may be agreed by the applicable Lender) after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan or EURIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan or EURIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(b) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the applicable Borrower shall compensate each Lender for the actual loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan or EURIBOR Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or the Adjusted EURIBO Rate, as applicable (and without reference to the Applicable Margin) 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency London or European 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 Administrative Borrower and shall be conclusive absent manifest error. The Administrative Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or any prepayment under Section 2.09(a) or 2.09(d)), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(b) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.17, then, in any such event, the such Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event so prepaid or converted, or not occurredso borrowed, continued, converted or prepaid at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such Eurodollar 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 borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period date of such failure for such Loan), over (ii) the amount of interest that would accrue have accrued to such Lender on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency interbank 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 applicable Borrower and shall be conclusive absent manifest error. Each affected Lender requesting payment under this Section shall submit written demand specifying in reasonable detail the events and circumstances resulting in such payment obligation, together with a certificate as to any amounts payable pursuant to this Section to the applicable Borrower. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(b) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense (excluding any loss of anticipated profits or loss of margin) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include be an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement date of such periodevent, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and setting forth in reasonable detail the basis for such claim shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) 2.03 or Section 2.10, as applicable, and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profit) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall may be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such LoanLoan (and excluding any Applicable Rate), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Administrative Agent, who in turn will deliver to the Borrower, and shall be conclusive absent manifest error. The Borrower shall pay the Administrative Agent for the account of such Lender the amount shown as due on any such certificate within 30 ten (10) days (or such later date as may be agreed by the applicable Lender) after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss in accordance with the terms of profit)this Section. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section Section, including in reasonable detail a description of the basis for such compensation and a calculation of such amount or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days ten (10) Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Applicable Borrower pursuant to Section 2.19 or Section 9.02(c)2.20, then, in any such event, event the Applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued or has been payable on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanLoan (but not the Applicable Margin applicable thereto), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market or other applicable market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this Section 2.16 for any costs amounts under this Section 2.16 incurred more than 120 180 days prior to the date that such Lender notifies the Applicable Borrower of the event giving rise such amount and of such Lender’s intention to such costsclaim compensation therefor.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow (unless such failure was caused by the Borrower failure of a Lender to borrowmake such Loan), convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan, or the failure to convert an ABR Loan to a Eurodollar Loan, on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(h) 2.09 and is revoked in accordance therewith) herewith), or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the LIBOR Rate for such Loan)Interest Period, over (ii) the amount of interest that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for dollar deposits from other banks in the Eurodollar market at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Company shall pay such Lender the amount shown as due on any such certificate within 30 days 10 Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In (a) With respect to Loans that are not RFR Loans, in the event of (ai) the payment by the Borrower of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or an optional or mandatory prepayment of Loans), (bii) the conversion by the Borrower of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (ciii) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(b) and is revoked in accordance therewith) or (div) the assignment of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, 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 or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency marketevent. 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 certificate within 30 10 days after receipt thereof. Failure or delay . (b) With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the part Interest Payment Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under ‎Section 2.11(b) and is revoked in accordance therewith), or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to ‎Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to demand compensation receive pursuant to this Section shall not constitute a waiver of such Lender’s right be delivered to demand such compensation, provided that the Borrower and shall not be required to compensate a conclusive absent manifest error. The Borrower shall pay such Lender pursuant to this Section for the amount shown as due on any costs incurred more than 120 such certificate within 10 days prior to the date of the event giving rise to such costsafter receipt thereof.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10 or 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether unless such notice may be revoked under Section 2.11(h2.10(c) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, 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 Adjusted Eurocurrency LIBO 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 borrow, convert or continue, 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 which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In (a) With respect to Term Benchmark Loans, in the event of (ai) the payment by the Borrower of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or an optional or mandatory prepayment of Loans), (bii) the conversion by the Borrower of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (ciii) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) hereto, or (div) the assignment of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c5.04(b), then, in any such event, the Borrower shall compensate each such Lender for the loss, cost and expense attributable to such event. (b) With respect to RFR Loans, in the event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount payment of interest that would have accrued any principal of any RFR Loan other than on the principal amount Interest Payment Date applicable thereto (including as a result of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date an Event of such event to the last day Default or an optional or mandatory prepayment of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such LoanLoans), over (ii) the amount failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto or (iii) the assignment of interest that would accrue any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 5.05, then, in any such principal amount for such period at event, the interest rate that Borrower shall compensate such Lender would bid were it for the loss, cost and expense attributable to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency marketevent. A certificate 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 Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 thirty (30) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan or Term Loan or to issue B/As for acceptance and purchase on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) herewith), or (d) the assignment of any Eurocurrency Eurodollar Loan or the right to receive payment in respect of a B/A other than on the last day of the Interest Period or Contract Period, as the case may be, applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.19 2.20 or Section 9.02(c10.11(b), then, in any such event, the such Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Eurodollar 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 borrow, convert or continue, 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 dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate 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 applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by (other than as a result of the Borrower failure of a Lender to fund a Loan required to be funded hereunder) to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(c) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss in accordance with the terms of profit)this Section. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanLoan (but not including the Applicable Rate applicable thereto), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 Section, including in reasonable detail a description of the basis for such compensation and a calculation of such amount or amounts, 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event event; provided, that the Borrowers shall not be required to compensate the Lenders in accordance with the foregoing if the loss, cost or expense (x) occurs after the LIBOR Termination Date and (y) is incurred as a result of (i) the requirement of the Administrative Agent on the Borrowers to prepay or convert any Eurocurrency Loan other than loss on the last day of profitan Interest Period applicable thereto or (ii) the failure to borrow, convert or continue any Eurocurrency Loan on the date specified in any notice because such notice is deemed to be a request to borrow, convert or continue an ABR Loan under Section 2.14(d). In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency 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 applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by (other than as a result of the Borrower failure of a Lender to fund a Loan required to be funded hereunder) to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.08(b) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss in accordance with the terms of profit)this Section. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanLoan (but not including the Applicable Rate applicable thereto), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 Section, including in reasonable summary detail a description of the basis for such compensation and a calculation of such amount or amounts, 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the Borrower's failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(b) and is revoked in accordance therewith), (d) the Borrower's failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c2.08(d), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and setting forth in reasonable detail the calculation thereof 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth in reasonable detail 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 certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) 2.10 and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continuecontinue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency 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 applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In The Borrower shall have no right to prepay the amount of any Borrowing hereunder in the form of a Bankers’ Acceptance, a BA Equivalent Loan or a Eurodollar Loan. Subject to the foregoing, in the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan, BA Loan or BA Equivalent Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan, BA Loan or BA Equivalent Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan, BA Loan or BA Equivalent Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(b) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan, BA Loan or BA Equivalent Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.20, then, in any such event, the Borrower shall indemnify and compensate each Lender for the loss, cost and expense attributable to such event (other than loss and shall be obliged to comply with the provisions of profit)this Section. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. In the event of (a) the payment of any Borrowing in the form of a Bankers’ Acceptance or BA Equivalent Loan other than on the maturity date of such Bankers’ Acceptance or BA Equivalent Loan (including as a result of an Event of Default), (b) the conversion of any Bankers’ Acceptance or BA Equivalent Loan other than on the maturity date applicable thereto, (c) the failure to borrow, convert, continue or prepay any Bankers’ Acceptance or BA Equivalent Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Borrowing in the form of a Bankers’ Acceptance or BA Equivalent Loan other than on the maturity date of such Bankers’ Acceptance or BA Equivalent Loan as a result of a request by the Borrower pursuant to Section 2.20, then, in any such event, the Borrower shall pay to the Administrative Agent that amount equal to the face amount of any and all outstanding Bankers’ Acceptances and the principal amount of any and all outstanding BA Equivalent Loans (such payments to include, without limitation, the amount or amounts required to pay (1) on maturity, the undiscounted face amount of all outstanding Bankers’ Acceptances which the Finance Parties are required to honour and (2) all unpaid stamping and acceptance fees, if any, owed to the Finance Parties, such amounts (including interest earned thereon) to be held by the Administrative Agent and to be applied by the Administrative Agent to the Borrowers’ indebtedness in respect of such Borrowings at the maturity or expiry date thereof. In the event that the Borrower is required to reimburse the Administrative Agent or pay any amount to the Administrative Agent on account of the indemnity contained in this Section as a result of a request by the Borrower to prepay or repay the amount of any Borrowing or otherwise, the Borrower shall be required to pay any and all amounts owing to the Administrative Agent in accordance with this Section on such terms and conditions as the Administrative Agent may reasonably require. A certificate of the Administrative Agent or any Lender setting forth any amount or amounts that such Lender Finance Party 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 Finance Party the amount shown as due on any such certificate within 30 ten days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section Section, and setting forth in reasonable detail the calculation used by such Lender to determine such amount or amounts, 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 certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.16 for any costs amounts under this Section 2.16 incurred more than 120 one hundred eighty (180) days prior to the date on which such Lender notifies the Borrower of such amount and of such Lender’s intention to claim compensation therefor. If a payment of a Eurocurrency Loan on a day other than the last day of the event giving rise applicable Interest Period would result in a loss, cost or expense, the Administrative Agent may, in its sole discretion at the request of the Borrower, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable Eurocurrency Loan on such costslast day.

Break Funding Payments. In the event of (a) the payment by the Borrower of ----------------------- any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(b) and is revoked in accordance --------------- therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.17, then, ------------ in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or an optional or mandatory prepayment of Loans), (b) the conversion by the Borrower of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(b) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)2.20, then, in any such event, the Borrower Borrowers shall compensate each Lender for the lossloss (other than any loss of anticipated profits), cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Term Benchmark Loan, such lossloss (other than any loss of anticipated profits), cost or expense to any Lender shall be deemed to include an amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan to a Loan of a different Type or Interest Period other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan or to pay any amount owing in respect of any Acceptance on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.12(d) and is revoked in accordance therewith) ), or (d) the assignment or deemed assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 2.20 or Section 9.02(c)the CAM Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, 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 or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency 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 Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower or prepayment of any principal of any Eurocurrency Eurodollar Loan or SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration, or otherwise), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan or SOFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan or SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.08(b) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan or SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan or SOFR Loan, as applicable, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or Adjusted Term SOFR, as applicable, 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market, to the extent applicable. A certificate of any Lender setting forth in reasonable detail 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency LIBO Rate Loan, CDOR Rate Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or an optional prepayment of Loans), (b) the conversion by the Borrower of any Eurocurrency LIBO Rate Loan or CDOR Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency LIBO Rate Loan, or CDOR Rate Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be is revoked under Section 2.11(h2.09(c)), (d) and is revoked in accordance therewith) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency LIBO Rate Loan, CDOR Rate Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c2.20(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss event, including, to the extent that any of profit)the foregoing Loans are denominated in any Alternative Currency, the reasonable and documented costs and expenses of such Lender attributable to the premature unwinding of any hedging agreement entered into by such Lender in respect to the foreign currency exposure attributable to such Loan. In the case of a Eurocurrency LIBO Rate Loan or CDOR Rate Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or CDOR 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 borrow, convert or continue, 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 which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency applicable LIBO Rate market or CDOR Rate market. A certificate of any Lender setting forth in reasonable detail 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of the occurrence and continuance an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto hereto, (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (dc) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.18 or Section 9.02(c)10.08(b) or (d) the return of any Credit-Linked Deposit to any Credit-Linked Deposit Lender other than on the last day of the period covered by the Benchmark LIBOR Rate then in effect, then, in any such event, at the request of such Lender (or, in the case of clause (d) above, the Issuing Lender) the Borrower shall compensate each such Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined in good faith by such Lender or Issuing Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to rate of interest for such LoanLoan (excluding, however the Applicable Margin included therein, if any), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 fifteen (15) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profitanticipated profits). In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanLoan (but not the Applicable Rate applicable thereto), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, 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 certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs amounts under this Section incurred more than 120 days prior to the date that such Lender notifies the Borrower of the event giving rise such amount and of such Lender’s intention to such costsclaim compensation therefor.

Break Funding Payments. In (a) With respect to Loans that are not RFR Loans, in the event of (a) the payment by the Borrower of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(d) or Section 2.11(e) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 2.19, Section 9.02(d) or Section 9.02(c9.04(g), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, 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 or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency marketevent. 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 Representative and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay . (b) With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the part Interest Payment Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) or Section 2.11(e) and is revoked in accordance therewith) or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrowers pursuant to Section 2.19, Section 9.02(d) or Section 9.04(g), then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to demand compensation receive pursuant to this Section shall not constitute a waiver of such Lender’s right be delivered to demand such compensation, provided that the Borrower Representative and shall not be required to compensate a conclusive absent manifest error. The Borrowers shall pay such Lender pursuant to this Section for the amount shown as due on any costs incurred more than 120 such certificate within ten (10) days prior to the date of the event giving rise to such costsafter receipt thereof.

Break Funding Payments. In the event of (a) the payment by the Borrower or prepayment of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration, or otherwise), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower (other than as a result of a failure of a Lender to fund a Loan required to be funded hereunder) to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.8(b) or (d) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss in accordance with the terms of profit)this Section 2.15. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of the acceleration of the Obligations upon the occurrence of an Event of DefaultDefault or in accordance with the provisions of Section 2.10), (b) the conversion by the Borrower of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(g) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the such Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency LIBOR Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or any prepayment under Section 2.09(a) or Section 2.09(c)), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(b) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.17, then, in any such event, the such Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event so prepaid or converted, or not occurredso borrowed, continued, converted or prepaid, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such Eurodollar 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 borrow, convert or continue, for the period Interest Period that would have been commenced on the Interest Period date of such failure for such Loan), over (ii) the amount of interest that would accrue have accrued to such Lender on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency interbank 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 applicable Borrower and shall be conclusive absent manifest error. Each affected Lender requesting payment under this Section shall submit written demand specifying in reasonable detail the events and circumstances resulting in such payment obligation, together with a certificate as to any amounts payable pursuant to this Section to the applicable Borrower. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan or RFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan or RFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan or RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan or RFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Applicable Borrower pursuant to Section 2.19 or Section 9.02(c)2.20, then, in any such event, event the Applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued or has been payable on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate or Daily Simple RFR, as applicable, that would have been applicable to such LoanLoan (but not the Applicable Margin applicable thereto), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market or other applicable market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Applicable Borrower shall not be required to compensate a Lender pursuant to this Section 2.16 for any costs amounts under this Section 2.16 incurred more than 120 180 days prior to the date that such Lender notifies the Applicable Borrower of the event giving rise such amount and of such Lender’s intention to such costsclaim compensation therefor.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan or Bankers’ Acceptance Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan or Bankers’ Acceptance Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued or has been payable on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or B/A Discount Rate (as applicable) that would have been applicable to such LoanLoan (but not the Applicable Rate applicable thereto), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market or other applicable market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section 2.16 for any costs amounts under this Section 2.16 incurred more than 120 180 days prior to the date that such Lender notifies the Borrower of the event giving rise such amount and of such Lender’s intention to such costsclaim compensation therefor.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Domestic Revolving Loan, Global Revolving Loan, Term Loan A, or any Incremental Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.12(d) and is revoked in accordance therewith) or ), (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Parent Borrower pursuant to Section 2.19 2.21 or Section 9.02(c)(e) any failure by the Parent Borrower or the applicable Foreign Subsidiary Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense actually incurred that is attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency relevant market. A certificate of any Lender setting forth in reasonable detail the basis for and computation of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The Borrower , and shall pay be so delivered as promptly as reasonably practicable after such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver obtains actual knowledge of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costsamount.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Revolving Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.07(d) or 2.09 and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after acceptance of the Competitive Bid to make such Loan or (de) the assignment of any Eurocurrency Eurodollar or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Borrowers pursuant to Section 2.19 or Section 9.02(c)2.17, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of which loss, cost or expense will not be deemed to include lost profit). In the case of a Eurocurrency Eurodollar or Fixed Rate Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or LIBO Rate (without adding thereto the Applicable Rate or the Margin, as the case may be) 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market or, in the case of Fixed Rate Loans, other market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section Section, together with supporting documentation or computations, shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days 10 Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the Agreed Currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency 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 Borrower, shall set forth the method of calculating such amount or amounts and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In (a) With respect to Loans that are not RFR Loans, in the event of (ai) the payment by the Borrower of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or an optional or mandatory prepayment of Loans), (bii) the conversion by the Borrower of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (ciii) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(b) and is revoked in accordance therewith) or (div) the assignment of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, 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 or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency marketevent. 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 certificate within 30 10 days after receipt thereof. Failure or delay . (b) With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the part Interest Payment Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to demand compensation receive pursuant to this Section shall not constitute a waiver of such Lender’s right be delivered to demand such compensation, provided that the Borrower and shall not be required to compensate a conclusive absent manifest error. The Borrower shall pay such Lender pursuant to this Section for the amount shown as due on any costs incurred more than 120 such certificate within 10 days prior to the date of the event giving rise to such costsafter receipt thereof.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth in reasonable detail 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower conversion or prepayment of any principal of any Eurocurrency LIBO Rate Revolving Loan or BA Rate Revolving Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an Event of Defaultacceleration or otherwise), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency LIBO Rate Revolving Loan or BA Rate Revolving Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (dc) the assignment of any Eurocurrency LIBO Rate Revolving Loan or BA Rate Revolving Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Lead Borrower shall compensate each Lender for the loss, cost and expense incurred by such Lender that is attributable to such event (other than loss of profit). In the case of a Eurocurrency LIBO Rate Revolving Loan or BA Rate Revolving Loan, such the loss, cost or expense to of any Lender shall be deemed to include an the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Revolving Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or BA Rate Revolving Loan, as applicable, that would have been applicable to such Revolving 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 borrow, convert or continue, for the period that would have been the Interest Period for such Revolving Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency marketEurodollar market or the Canadian market for bankers’ acceptances, as applicable; it being understood that such loss, cost or expense shall in any case exclude any interest rate floor and all administrative, processing or similar fees. A certificate of any Lender (i) setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16, the basis therefor and, in reasonable detail, the manner in which such amount or amounts were determined and (ii) certifying that such Lender is generally charging the relevant amounts to similarly situated borrowers shall be delivered to the Lead Borrower and shall be conclusive absent manifest error. The Lead Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Swingline FFBR Loan other than on the last day of an Interest Period applicable thereto therefor (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period applicable theretotherefor, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(h2.10(d) and is revoked in accordance therewithherewith), (d) the Borrowing of any Term Loan the Interest Period for which commences before and ends after any Principal Payment Date (unless, after giving effect thereto, the aggregate principal amount of the Tranche A Term Loans, Tranche B Term Loans or Incremental Term Loans, as the case may be, having Interest Periods that end after such Principal Payment Date shall be equal to or less than the aggregate principal amount of the Tranche A Term Loans, Tranche B Term Loans or Incremental Term Loans, respectively, permitted to be outstanding after giving effect to the payments of principal required to be made on such Principal Payment Date), or (de) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period applicable thereto therefor as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of including such loss, cost and expense as calculated below but otherwise excluding any lost profit). In ): (a) in the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, Borrowing, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, or (x) in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation and (y) in the case of a Borrowing of any Term Loan, the period from the date of such Borrowing to the applicable Principal Payment Date) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Interest Period for (or, in the case of any Borrowing of Term Loans, such Loanother period), over (ii) the amount of interest that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for deposits in U.S. Dollars from other banks in the Eurodollar market at the commencement of such period; and (b) in the case of a Swingline FFBR Loan, for Dollar deposits or Euro depositsthe loss to the Swingline Lender attributable to any such event shall be deemed to include an amount determined by the Swingline Lender to be equal to the excess, as applicableif any, of a comparable amount and (i) the Federal Funds Base Rate for the period from other banks in commencing on the Eurocurrency marketdate of such payment to but not including the last day of the Interest Period for such Swingline FFBR Loan, over (ii) the Federal Funds Base Rate for such Interest Period. 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 errorerror (such certificate to include in reasonable detail the calculation of such amount or amounts). The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) 2.11 and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c9.02(e), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event; provided that each such Lender shall use reasonable efforts to mitigate any such loss, cost and expense in accordance with Section 2.19. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in Dollars of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section Section, including, if requested by the Borrower, a description in reasonable detail of the basis for such compensation and a calculation of such amount or amounts (but excluding any confidential or proprietary information of such Lender), 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 certificate within 30 thirty (30) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10 or 2.11, but excluding in connection with a release of the Escrowed Property pursuant to Section 2.10(e)), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable theretothereto (other than on the Closing Date) (it being understood that no Amendment No. 1 Consenting Lender shall be entitled to receive any amount under this Section 2.16 in connection with its Converted Term B Loans), (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether unless such notice may be revoked under Section 2.11(h2.10(c) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, 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 Adjusted Eurocurrency LIBO 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 borrow, convert or continue, 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 which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in Dollars of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, 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 or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 thirty (30) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 180 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.08(d) and is revoked in accordance therewith) and in the applicable Agreed Currency, or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 2.18 or Section 9.02(c10.02(d), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Eurocurrency Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Eurocurrency Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 Representative and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days ten (10) Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the Borrower's failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(b) and is revoked in accordance therewith), (d) the Borrower's failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c2.08(e), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and setting forth in reasonable detail the calculation thereof 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10 or 2.11), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether unless such notice may be revoked under Section 2.11(h2.10(c) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Eurodollar Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Term Loan had such event not occurred, at the Adjusted Eurocurrency Eurodollar Rate that would have been applicable to such Term 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 borrow, convert or continue, for the period that would have been the Interest Period for such Term Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in Dollars of a comparable amount and period from other banks in the Eurocurrency Eurodollar Rate market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11.1(b) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, loss and any reasonable cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In (a) With respect to Loans that are not RFR Loans, in the event of (ai) the payment by the Borrower of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or an optional or mandatory prepayment of Loans), (bii) the conversion by the Borrower of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (ciii) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(b) and is revoked in accordance therewith) or (div) the assignment of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, 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 or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency marketevent. 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 certificate within 30 ten (10) days after receipt thereof. Failure or delay . (b) With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the part Interest Payment Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith) or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to demand compensation receive pursuant to this Section shall not constitute a waiver of such Lender’s right be delivered to demand such compensation, provided that the Borrower and shall not be required to compensate a conclusive absent manifest error. The Borrower shall pay such Lender pursuant to this Section for the amount shown as due on any costs incurred more than 120 such certificate within ten (10) days prior to the date of the event giving rise to such costsafter receipt thereof.

Break Funding Payments. In the event of (a) the payment by the Borrower (or deemed payment pursuant to Section 2.10) of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan to a Loan of a different Type or Interest Period other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(d) and is revoked in accordance therewith) ), or (d) the assignment or deemed assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)the CAM Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, 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 or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency 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 Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days 15 Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, 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 certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs amounts under this Section 2.16 incurred more than 120 180 days prior to the date that such Lender notifies the Borrower of the event giving rise such amount and of such Lender’s intention to such costsclaim compensation therefor.

Break Funding Payments. In the event of (a) the payment by or on behalf of the Borrower of any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable theretothereto (including as a result of an Event of Default), (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(h) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 2.07(d)(ii), Section 2.18 or Section 9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result whether voluntary, mandatory, automatic, by reason of an acceleration, Event of DefaultDefault or otherwise), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, or continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto hereto, (regardless d) the failure to prepay any Eurocurrency Loan on a date specified therefor in any notice of prepayment given by the Borrower (whether or not such notice may be revoked under Section 2.11(h) and is revoked in accordance therewithwith the terms hereof) or (de) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event event, excluding any losses of anticipated profits, after receipt of a written request by such Lender (other than loss of profitwhich request shall set forth in reasonable detail the basis for requesting such amount and, absent manifest error, the amount requested shall be conclusive). In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanLoan (but not including the Applicable Margin applicable thereto), 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 borrow, convert or continue, 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 if it were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency London interbank market, excluding any losses of anticipated profits. A certificate of any Lender delivered to the Borrower and 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of a payment to a Lender in connection with Section 2.19), (b) the conversion by the Borrower of any Eurocurrency Fixed Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(d) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the Borrower Company shall compensate (or shall cause any other applicable Borrower to compensate) each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Fixed Rate Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Fixed 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits in Dollars or Euro deposits, as applicable, in the applicable Foreign Currency of a comparable amount and period from other banks in the Eurocurrency marketapplicable market utilized to determine the related Fixed Rate, (iii) any loss incurred in liquidating or closing out any foreign currency contract, and (iv) any loss arising from any change in the value of Dollars in relation to any Loan made in a Foreign Currency which was not paid on the date due. 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 Company and shall be conclusive absent manifest error. The Borrower Company shall pay (or shall cause any other applicable Borrower to pay) such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In (i) With respect to Loans that are not RFR Loans, in the event of (a) the payment by the Borrower of any principal of any Eurocurrency Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of a Default), (b) the conversion by the Borrower of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) 2.6 and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)3.6, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. (ii) With respect to RFR Loans, in the event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount payment of interest that would have accrued any principal of any RFR Loan other than on the principal amount Interest Payment Date applicable thereto (including as a result of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date an Event of such event to the last day Default or an optional or mandatory prepayment of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such LoanLoans), over (ii) the amount failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of interest that would accrue whether such notice may be revoked under ‎Section 2.6 and is revoked in accordance therewith), or (iii) the assignment of any RFR Loan other than 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 or Euro deposits, Interest Payment Date applicable thereto as applicable, a result of a comparable amount request by the Borrower pursuant to ‎Section 3.6, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and period from other banks in the Eurocurrency market. expense attributable to such event. (iii) 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Fixed Rate Loan or Competitive Specified Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Fixed Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.12(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Fixed Rate Loan or Competitive Specified Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.21, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Fixed Rate Loan, such loss, cost or expense to any Lender shall be deemed to include (i) an amount determined by such Lender to be the excess, if any, of (iA) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Fixed 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (iiB) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable Available Currency of a comparable amount and period from other banks in the Eurocurrency marketapplicable market utilized to determine the related Fixed Rate; (ii) any loss incurred in liquidating or closing out any foreign currency contract; and (iii) any loss arising from any change in the value of Dollars in relation to any Loan made in a Foreign Currency which was not paid on the date due. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.17 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10 or 2.11), (b) the conversion by the Borrower of any Eurocurrency Term SOFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether unless such notice may be revoked under Section 2.11(h2.10(c) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Term Loan had such event not occurred, at the Adjusted Eurocurrency Rate Term SOFR that would have been applicable to such Term 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 borrow, convert or continue, for the period that would have been the Interest Period for such Term Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in Dollars of a comparable amount and period from other banks in the Eurocurrency Term SOFR market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower or continuation of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(b) and is revoked in accordance therewith) or (d) the assignment or deemed assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to Section 2.08(d) or as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c2.19(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (but not any lost profit) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency marketRelevant Interbank Market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 and the reasons therefor delivered to the Borrower shall be prima facie evidence of such amounts. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of the acceleration of the Obligations upon the occurrence of an Event of DefaultDefault or in accordance with the provisions of Section 2.02), (b) the conversion by the Borrower of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(l) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the a Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the such Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency LIBOR Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of If (i) any principal of any Eurocurrency Term A Loan is repaid on a day other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), ) or (bii) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower fails to borrow, convert into, continue or prepay any Eurocurrency Term A Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.08(a) and is revoked in accordance therewith) or (diii) the assignment of any Eurocurrency Term A Loan is assigned on a day other than on the last day of the an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.16, then, in any such event, then the Borrower shall compensate each Lender for its Peso Breakage Costs attributable to such event. (b) If (i) any principal of any Term B Loan is repaid on a day other than the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (ii) the Borrower fails to borrow, continue or prepay any Term B Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(a) and is revoked in accordance therewith) or (iii) any Term B Loan is assigned on a day other than the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then the Borrower shall compensate each Lender for its loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loanevent, such which loss, cost or and expense to any Lender shall be deemed to include an amount determined by such Lender to be not exceed the excessdifference, if anypositive, of between (ix) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day end of the then then-current Interest Period therefor (or, in the case of a failure to borrow, convert borrow or continue, for the period Interest Period that would have been begun on the Interest Period for date of such Loanfailure), over and (iiy) 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 Adjusted LIBO Rate determined for this purpose by the commencement Administrative Agent for a period beginning on the first day of such period, period and continuing for Dollar deposits the remainder of the Interest Period specified or Euro depositsthen in effect, as applicable, of a comparable amount and period from other banks in the Eurocurrency market. . (c) A certificate of any Lender setting forth in reasonable detail the calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.12 shall be delivered to the Borrower and shall be conclusive absent manifest errorprima facie evidence of the amount thereof. The Borrower shall pay such Lender the amount due under this Section 2.12 as shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) other than the failure by the Borrower to borrow, convert intoor continue a Eurocurrency Loan as a result of Section 2.14, the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(f) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the lossactual loss (but not lost profits), cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such actual loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, 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 the period from the date of such period event to the last day of the then current Interest Period therefor at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth in reasonable detail 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 Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan (or to convert any ABR Loan into a Eurocurrency Loan) on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.11(d) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company to replace a Lender pursuant to Section 2.19 2.19(b) or Section 9.02(c), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and reasonable expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate (without consideration of the Applicable 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 borrow, convert or continue, 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 dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency marketeurodollar market (without consideration of the Applicable Rate). 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 Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 10 days after the Company’s receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default)thereto, (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, or continue or prepay any Eurocurrency Loan on the date specified in any notice (including any telephonic notice) delivered or made pursuant hereto (regardless including as a result of the revocation of any such notice), (d) the failure to prepay any Eurocurrency Loan on a date specified therefor in any notice of prepayment given by the Borrower (whether or not such notice may be revoked under Section 2.11(h) and is revoked in accordance therewithwith the terms hereof) or (de) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or pursuant to Section 9.02(c2.21(e), then, in any such event, the Borrower shall after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount and, absent manifest error, the amount requested shall be conclusive), compensate each Lender for the loss, cost and expense attributable to such event (other than loss event, but excluding any losses of profit)anticipated profits. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanLoan (but not including the Applicable Rate applicable thereto), 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 borrow, convert or continue, 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 which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency London interbank market, but shall exclude any losses of anticipated profits. A certificate of any Lender delivered to the Borrower and 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 certificate within 30 days 10 Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency LIBOR Loan or any EURIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency LIBOR Loan or any EURIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency LIBOR Loan or any EURIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether any such notice may be revoked or extended under Section 2.11(h2.10(d) and is revoked or extended in accordance therewith) or (d) the assignment of any Eurocurrency LIBOR Loan or any EURIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.19 2.18 or Section 9.02(c)the CAM Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense (but not for any lost profit) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate, LIBO Rate or the EURIBO Rate, as the case may be, 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 borrow, convert or continue, 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 or the Discount Proceeds applicable to such BA for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency London or European interbank market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part Payments of any Lender to demand compensation pursuant to amounts due under this Section shall not constitute a waiver be without duplication of such Lender’s right to demand such compensation, provided that the Borrower shall not be any payments required to compensate a Lender pursuant to be made under Section 2.14, 2.16 or 2.20. To the extent payment of any amount due under this Section for is also required under one or more of Sections 2.14, 2.16 and 2.20, such payment will be due only under Section 2.16 or, if not within the scope of Section 2.16, under any costs incurred more than 120 days prior to one other Section as the date of the event giving rise to such costspayee may elect.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency (x) Term SOFR Loan or Alternate Currency Term Rate Loan other than on the last day of an Interest Period applicable thereto or (including y) any Alternate Currency Daily Rate Loan other than on an Interest Payment Date applicable thereto (including, in each case, as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10 or 2.11), (b) the conversion by the Borrower of (x) any Eurocurrency Term SOFR Loan or any Alternate Currency Term Rate Loan other than on the last day of the Interest Period applicable thereto or (y) any Alternate Currency Daily Rate Loan other than on an Interest Payment Date applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Term SOFR Loan or any Alternate Currency Term Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether unless such notice may be revoked under Section 2.11(h2.10(d) and is revoked in accordance therewith) or (d) (x) the assignment of any Eurocurrency Term SOFR Loan or any Alternate Currency Term Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower BGI pursuant to Section 2.19 or (y) the assignment of any Alternate Currency Daily Rate Loan other than on the Interest Payment Date applicable thereto as a result of a request by BGI pursuant to Section 9.02(c)2.19 then, thenin each case, in any such event, the Borrower BGI shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency LoanTerm SOFR Loans and Alternate Currency Term Rate Loans, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, 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 Term SOFR or the Adjusted Eurocurrency Alternate Currency Term Rate (as applicable) 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 borrow, convert or continue, 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 which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in Dollars of a comparable amount and period from other banks in the Eurocurrency applicable currency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower BGI and shall be conclusive absent manifest error. The Borrower BGI shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency 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 borrow, convert or continue, 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 or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 270 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency LIBOR Loan or EURIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or an optional prepayment of Loans), (b) the conversion by the Borrower of any Eurocurrency LIBOR Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency LIBOR Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense (but not for any anticipated profits) attributable to such event (other than loss event, including, if any of profit)the foregoing Loans are denominated in any Alternative Currency, the actual costs and expenses of such Lender attributable to the premature unwinding of any hedging agreement entered into by such Lender in respect of the foreign currency exposure attributable to such Loan. In the case of a Eurocurrency LIBOR Loan or EURIBOR Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or the EURIBO Rate, as applicable, that would have been applicable to such LoanLoan (and, for avoidance of doubt, without giving effect to any Applicable Rate that would otherwise have been applicable thereto), 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 borrow, convert or continue, 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 or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 applicable Borrower and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan or Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, continue or prepay any Eurocurrency Loan or Term SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency Loan or Term SOFR Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate or Adjusted Term SOFR 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 borrow, convert or continue, 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 or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency market or Term SOFR 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 certificate within 30 thirty (30) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 180 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency LIBOR Loan, EURIBOR Loan or Fixed Rate Competitive Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency LIBOR Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Revolving Loan on the date or in the amount specified in any notice delivered pursuant hereto (regardless of whether or not such notice may be revoked under Section 2.11(h) and is revoked in accordance therewithwith the terms hereof), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan or (de) the assignment of any Eurocurrency LIBOR Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower Company shall compensate each Lender for the loss, cost and expense (but not for any anticipated profits) attributable to such event (other than loss including, to the extent that any of profit)the foregoing Loans are denominated in any Alternative Currency, the actual costs and expenses of such Lender attributable to the premature unwinding of any hedging agreement entered into by such Lender in respect to the foreign currency exposure attributable to such Loan. In the case of a Eurocurrency LIBOR Loan or EURIBOR Loan, such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate, LIBO Rate or Adjusted EURIBO Rate that would have been applicable to such LoanLoan (and, for avoidance of doubt, without giving effect to any Applicable Rate or Margin that would otherwise have been applicable thereto), 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 borrow, convert or continue, 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 which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the applicable currency of a comparable amount and period from other banks in the Eurocurrency London or European interbank market. The Company shall also compensate each Lender for the loss, cost and expense attributable to any failure by any Borrower to deliver a timely Interest Election Request with respect to a LIBOR Revolving Loan. A certificate of any Lender delivered to the Company 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 Company shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan (other than an ABR Loan or an Alternative Currency Daily Rate Loan) other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default)thereto, (b) the conversion by the Borrower of any Eurocurrency Loan (other than an ABR Loan or an Alternative Currency Daily Rate Loan) other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert into, or continue any Loan (other than an ABR Loan or prepay any Eurocurrency Loan an Alternative Currency Daily Rate Loan) on the date specified in any notice (including any telephonic notice) delivered or made pursuant hereto (regardless including as a result of the revocation of any such notice), (d) the failure to prepay any Loan (other than an ABR Loan or an Alternative Currency Daily Rate Loan) on a date specified therefor in any notice of prepayment given by the Borrower (whether or not such notice may be revoked under Section 2.11(h) and is revoked in accordance therewithwith the terms hereof), (e) any failure by any Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency or (df) the assignment of any Eurocurrency Loan (other than an ABR Loan or an Alternative Currency Daily Rate Loan) other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or pursuant to Section 9.02(c2.21(a), then, in any such event, the Borrower shall after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount and, absent manifest error, the amount requested shall be conclusive), compensate each Lender for the loss (including any foreign exchange loss), cost and expense attributable to such event (other than loss event, but excluding any losses of profit)anticipated profits. In the case of a Eurocurrency Loan, such Such loss, cost or expense 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 that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Applicable Reference Rate that would have been applicable to such LoanLoan (but not including the Applicable Rate applicable thereto), 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 borrow, convert or continue, 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 which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency applicable offshore interbank market, but shall exclude any losses of anticipated profits. A certificate of any Lender delivered to the Borrower and 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 certificate within 30 days 10 Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h) 2.10 and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Company pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profit) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such Such loss, cost or expense to any Lender shall may be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Revolving Adjusted LIBO Rate or the Term Eurocurrency Rate Rate, as applicable, that would have been applicable to such LoanLoan (and excluding any Applicable Rate), 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, in the relevant currency of a comparable amount and period from other banks in the Eurocurrency eurocurrency market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Company and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 thirty (30) days (or such later date as may be agreed by the applicable Lender) after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Swingline FFBR Loan other than on the last day of an Interest Period applicable thereto therefor (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period applicable theretotherefor, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(h2.10(d) and is revoked in accordance therewithherewith), (d) the Borrowing of any Term Loan the Interest Period for which commences before and ends after any Principal Payment Date (unless, after giving effect thereto, the aggregate principal amount of the Tranche A Term Loans, Tranche B Term Loans or Incremental Term Loans, as the case may be, having Interest Periods that end after such Principal Payment Date shall be equal to or less than the aggregate principal amount of the Tranche A Term Loans, Tranche B Term Loans or Incremental Term Loans, respectively, permitted to be outstanding after giving effect to the payments of principal required to be made on such Principal Payment Date), or (de) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the an Interest Period applicable thereto therefor as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of including such loss, cost and expense as calculated below but otherwise excluding any lost profit). In ): (a) in the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, Borrowing, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, or (x) in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation and (y) in the case of a Borrowing of any Term Loan, the period from the date of such Borrowing to the applicable Principal Payment Date) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Interest Period for (or, in the case of any Borrowing of Term Loans, such Loanother period), over (ii) the amount of interest that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for deposits in U.S. Dollars from other banks in the Eurodollar market at the commencement of such period; and (b) in the case of a Swingline FFBR Loan, for Dollar deposits or Euro depositsthe loss to the Swingline Lender attributable to any such event shall be deemed to include an amount determined by the Swingline Lender to be equal to the excess, as applicableif any, of a comparable amount and (i) the Federal Funds Base Rate for the period from other banks in commencing on the Eurocurrency marketdate of such payment to but not including the last day of the Interest Period for such Swingline FFBR Loan, over (ii) the Federal Funds Base Rate for such Interest Period. 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 errorerror (such certificate to include in reasonable detail the calculation of such amount or amounts). The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan Eurodollar Borrowing other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Loan Eurodollar Borrowing other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan Eurodollar Borrowing on the date specified in any notice delivered pursuant hereto (regardless of whether except if any prepayment notice is rescinded by Borrower by a subsequent notice sent pursuant Section 2.5(2), unless such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) loss, cost or expense was incurred prior to Borrower giving such subsequent notice), or (d) the assignment of any Eurocurrency Loan Eurodollar Borrowing other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.14, then, in any such event, the Borrower shall compensate each Lender for the its actual loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency LoanEurodollar Borrowing, such actual loss, cost or expense to any Lender shall be conclusively deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan Borrowing had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such LoanBorrowing, 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 borrow, convert or continue, for the period that would have been the Interest Period for such LoanBorrowing), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth any amount or amounts that such any 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 certificate within 30 days ten (10) Business Days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto therefor (including as a result of an Event of DefaultDefault or as a result of the failure to satisfy the conditions precedent to the conversion of Syndicated Loans to Term Loans or Non-Extending Lender Term Loans set forth in Section 2.03(b)(i) or (ii), as the case may be) (b) the conversion by the Borrower of any Eurocurrency Syndicated Eurodollar Loan other than on the last day of the an Interest Period applicable theretotherefor, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Syndicated Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may is permitted to be revoked revocable under Section 2.11(h2.09(b) and is revoked in accordance therewithherewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan or Fixed Rate Loan other than on the last day of the an Interest Period applicable thereto therefor as a result of a request by the either Borrower pursuant to Section 2.19 or Section 9.02(c)2.17, then, in any such event, the relevant Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would have accrued on pay for a deposit equal to the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event payment, conversion, failure or assignment to the last day of the then current Interest Period therefor for such Loan (or, in the case of a failure to borrow, convert or continue, for the period duration of the Interest Period that would have been resulted from such borrowing, conversion or continuation) if the Interest Period interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Loan)Interest Period, over (ii) the amount of interest that such Lender would accrue earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender would bid were it to bid, (or an affiliate of such Lender) for Dollar deposits from other banks in the eurodollar market at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 relevant Borrower and shall be conclusive absent manifest error. The Such Borrower shall pay such Lender the amount shown as due on any such certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan or CDOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.11), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan or any CDOR Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan or any CDOR Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.09(d) and is revoked in accordance therewith) ), or (d) the assignment of any Eurocurrency Eurodollar Loan or any CDOR Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 or Section 9.02(c9.02(d), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan or a CDOR Rate Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Eurodollar Loan or such CDOR Rate Loan, as applicable, had such event not occurred, at the Adjusted Eurocurrency LIBO Rate or CDOR Screen Rate, as applicable, that would have been applicable to such Eurodollar Loan or such CDOR Rate 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 borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan or such CDOR Rate Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.52

Break Funding Payments. In the event of . If (a) the (a) theany payment by the Borrower of any principal of any Eurocurrency Eurodollar Loan other than ona Term SOFR Borrowing occurs on a date that is not the last day of an anthe applicable Interest Period applicable thereto (including as a result of an Event of DefaultDefault (excluding any, whether because of acceleration, prepayment pursuant to Section 2.06(b))), (b) the conversion of any Eurodollar Loan or otherwise; (b) a Term SOFR Borrowing is not made on the date specified by the Borrower of for any Eurocurrency Loan reason other than default by the Lenders; (c) a Term SOFR Borrowing is converted other than on the last day of the Interest Period applicable thereto, ; (d) (c) the failure by the Borrower failureBorrower fails to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan Eurodollar Loana Term SOFR Borrowing on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.10(a) and is revoked in accordance therewith); or (e) or (d) the assignment of any Eurocurrency Loan Eurodollar Loana Term SOFR Borrowing is assigned other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such lossloss (other than loss of Applicable Margin), cost or expense to any Lender shall be deemed to include be in an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.2.18(b);

Break Funding Payments. In the event of (a) the payment by the Borrower of ---------------------- any principal of any Eurocurrency Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h------- 2.11(c) and is revoked in accordance therewithherewith), (d) the failure to borrow any ------- Competitive Loan after accepting the Competitive Bid to make such Loan, or (de) the assignment of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section 9.02(c)2.19, then, in any such event, the Borrower shall compensate each Lender ------------ for the loss, cost and expense attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Eurodollar Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency LIBO 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 borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency 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 certificate within 30 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.

Break Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of DefaultDefault or as a result of any prepayment pursuant to Section 2.10), (b) the conversion by the Borrower of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, convert intoconvert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(h2.08(d) and is revoked in accordance therewith) and in the applicable Agreed Currency, or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 or Section 9.02(c9.02(i), then, in any such event, the Borrower Borrowers shall compensate each Lender for the loss, cost and expense (other than lost profits) attributable to such event (other than loss of profit)event. In the case of a Eurocurrency Loan, such loss, cost or expense 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 that which would have accrued on the principal amount of such Eurocurrency Loan had such event not occurred, at the Adjusted Eurocurrency LIBO Rate that would have been applicable to such Eurocurrency 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 borrow, convert or continue, for the period that would have been the Interest Period for such Eurocurrency Loan), over (ii) the amount of interest that which would accrue on such principal amount for such period at the interest rate that which such Lender would bid were it to bid, at the commencement of such period, for Dollar dollar deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to Credit Agreement (Orthofix), Page 43 this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 ten (10) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.