Common use of Breakage Compensation Clause in Contracts

Breakage Compensation. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); or (v) as a consequence of (x) any other default by the Borrower to repay or prepay any Eurocurrency Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Loans) which such Lender may sustain in #4842-1976-9300 #4848-6974-4858 connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); or (v) as a consequence of (x) any other default by the Borrower to repay or prepay any Eurocurrency Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrower shall compensate each Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency SOFR Loans or XXXXX Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency SOFR Loans or XXXXX Loans does not occur on a date specified therefor in a Notice of Borrowing Request or a Notice notice of Continuation continuation or Conversion conversion (other than a Notice of Borrowing whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.01(a2.14(a)); (ii) if any repayment, prepayment, Conversion conversion or Continuation continuation of any Eurocurrency SOFR Loan or XXXXX Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency SOFR Loans or XXXXX Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency SOFR Loan or XXXXX Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); 2.19(b) or (v) as a consequence of (xy) any other default by the Borrower to repay or prepay any Eurocurrency SOFR Loans or XXXXX Loans when required by the terms of this Agreement or (yz) an election made pursuant to Section 3.05(b2.19(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans) which such Lender may sustain in connection with any of the followingsustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Notice of Conversion or a Notice of Continuation (whether or Conversion (other than a Notice of Borrowing not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.01(asection 2.9(a)); (ii) if any repayment, prepayment, prepayment or Conversion or Continuation of any Eurocurrency Loan of its Eurodollar Loans occurs on a date that which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(bsection 2.11(b); or (v) as a consequence of (x) any other default by the Borrower to repay or prepay any Eurocurrency its Eurodollar Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(bsection 2.9(b). The written request Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) 10 days after receipt thereof.

Breakage Compensation. The Borrower Co-Borrowers shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans or Money Market Rate Loans) which such Lender may sustain in connection with any of the followingsustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent), (A) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion (whether or not rescinded or withdrawn by the Treasury Manager or deemed rescinded or withdrawn pursuant to section 2.10(a)), or (B) a Borrowing of Money Market Rate Loans does not occur on a date specified therefor in a Notice of Continuation or Conversion (other than a Notice of Borrowing deemed withdrawn pursuant to Section 3.01(a))Borrowing; (ii) if any repayment, prepayment, Conversion prepayment or Continuation conversion of any Eurocurrency Loan of its Eurodollar Loans occurs on a date that which is not the last day of an Interest Period applicable thereto; (iii) if any repayment or prepayment of any of its Eurocurrency Money Market Rate Loans occurs on a date which is not the maturity date thereof; (iv) if any prepayment of any of its Eurodollar Loans or Money Market Rate Loans, as the case may be, is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b)Treasury Manager; or (v) as a consequence of (x) any other default by the Borrower Co-Borrowers (or any of them) to repay their Eurodollar Loans or prepay any Eurocurrency Money Market Rate Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(bsection 2.10(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrower Borrowers shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing whether or not withdrawn by the Borrowers or deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Eurodollar Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrowers; (iv) as a result of an assignment by a Lender of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower Borrowers pursuant to Section 3.05(b); or (v) as a consequence of (xy) any other default by the Borrower Borrowers to repay or prepay any Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (yz) an election made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 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 request within ten (10) 10 days after receipt thereof.

Breakage Compensation. The Each Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans) which such Lender may sustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing whether or not withdrawn by the Borrowers or deemed withdrawn pursuant to Section 3.01(a)); (iib) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Eurodollar Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its Eurocurrency Eurodollar Loans is not made on any date specified in a notice of prepayment given by the BorrowerCompany; (ivd) as a result of an assignment by a Lender of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower Company pursuant to Section 3.05(b3.04(b); or (ve) as a consequence of (xi) any other default by the any Borrower to repay or prepay any Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (yii) an election made pursuant to Section 3.05(b3.04(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 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 request within ten (10) 10 days after receipt thereof.

Breakage Compensation. The Each Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Loans or Quoted Rate Loans) which such Lender may sustain in connection with any of the followingsustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Loans or Quoted Rate Loans does not occur on a date specified therefor in a Notice of Borrowing Borrowing, Notice of Conversion or a Notice of Continuation (whether or Conversion (other than a Notice of Borrowing not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.01(asection 2.9(a)); (ii) if any repayment, prepayment, prepayment or Conversion or Continuation of any of its Eurocurrency Loan Loans occurs on a date that which is not the last day of an Interest Period applicable theretothereto or any Quoted Rate Loans is repaid or prepaid on a date that is not the maturity date thereof; (iii) if any prepayment of any of its Eurocurrency Loans or Quoted Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower; or (iv) as a result of an assignment by a Lender of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); or (v) as a consequence of (x) any other default by the Borrower to repay its Eurocurrency Loans or prepay any Eurocurrency Quoted Rate Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(bsection 2.9(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrower shall compensate each Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans) which such Lender may sustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.01(a2.9(a)); (iib) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Eurodollar Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its Eurocurrency Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; (ivd) as a result of an assignment by a Lender of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b2.11(b); or (ve) as a consequence of (xy) any other default by the Borrower to repay or prepay any Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (yz) an election made pursuant to Section 3.05(b2.11(b). The written request Such loss, cost, expense and liability to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the interest rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to effect a Borrowing, Conversion or Continuation, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) 10 days after receipt thereof.

Breakage Compensation. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing 52 Exhibit 10.14 or a Notice of Continuation or Conversion (other than a Notice of Borrowing whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.01(a)); (ii) if any such repayment, prepayment, Conversion or Continuation of any Eurocurrency Eurodollar Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); or (v) as a consequence of (xy) any other default by the Borrower to repay or prepay any Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (yz) an election made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) 10 days after receipt thereof.

Breakage Compensation. The Borrower Borrowers shall compensate each Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency SOFR Loans) which such Lender may sustain in connection with any of the following: (ia) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing borrowing of Eurocurrency a SOFR Loans does not occur on a date specified therefor in a Notice of Borrowing Loan or a Notice of Continuation continuation or Conversion conversion (other than whether or not withdrawn by a Notice of Borrowing Borrower or deemed withdrawn pursuant to Section 3.01(a)3.5 hereof); (iib) if any repayment, prepayment, Conversion conversion or Continuation continuation of any Eurocurrency SOFR Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iiic) if any prepayment of any of its Eurocurrency SOFR Loans is not made on any date specified in a notice of prepayment given by the BorrowerBorrowers; (ivd) as a result of an assignment by a Lender of any Eurocurrency SOFR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); 3.5 hereof or (ve) as a consequence of (xi) any other default by the Borrower Borrowers to repay or prepay any Eurocurrency SOFR Loans when required by the terms of this Agreement or (yii) an election made pursuant to Section 3.05(b)3.5 hereof. The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.3 shall -80- #4848-6974-4858 be delivered to the Borrower Administrative Borrower, together with a reasonably detailed calculation and description of such amounts, and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Breakage Compensation. The Borrower shall compensate each Lender, Lender upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency SOFR Loans or CDOR Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency SOFR Loans or CDOR Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice notice of Continuation continuation or Conversion conversion (other than a Notice of Borrowing whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.01(a2.14(a)); (ii) if any repayment, prepayment, Conversion conversion or Continuation continuation of any Eurocurrency SOFR Loan or CDOR Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency SOFR Loans or CDOR Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency SOFR Loan or CDOR Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); 2.19(b) or (v) as a consequence of (xy) any other default by the Borrower to repay or prepay any Eurocurrency SOFR Loans or CDOR Loans when required by the terms of this Agreement or (yz) an election made pursuant to Section 3.05(b2.19(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) 10 days after receipt thereof.

Breakage Compensation. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of 49 calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Eurodollar Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b3.04(b); or (v) as a consequence of (xy) any other default by the Borrower to repay or prepay any Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (yz) an election made pursuant to Section 3.05(b3.04(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days 10 Business Days after receipt thereof. Notwithstanding the foregoing, for each instance set forth above in this Section 3.02, the Administrative Agent and each Lender agree to waive breakage fees up to an amount not to exceed two hundred dollars ($200.00).

Breakage Compensation. The Applicable Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Loans is not made on any date specified in a notice of prepayment given by the Applicable Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Applicable Borrower pursuant to Section 3.05(b); or (v) as a consequence of (x) any other default by the Applicable Borrower to repay or prepay any Eurocurrency Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.to

Breakage Compensation. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Eurodollar Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b3.04(b); or (v) as a consequence of (xy) any other default by the Borrower to repay or prepay any Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (yz) an election made pursuant to Section 3.05(b3.04(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive 45 pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) 10 days after receipt thereof.

Breakage Compensation. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Eurodollar Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Eurodollar Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Eurodollar Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); or (v) as a consequence of (xy) any other default by the Borrower to repay or prepay any Eurocurrency Eurodollar Loans when required by the terms of this Agreement or (yz) an election made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall -80- #4848-6974-4858 be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) 10 days after receipt thereof.