Common use of Certain Compensation Clause in Contracts

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any non-administrative, actual loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion or Continuation of a LIBOR Loan (or conversion of the rate of interest on a LIBOR Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to a LIBOR Loan or Continue a LIBOR Loan, as the case may be, Loan to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) margin for the period from after the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period). A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under No Bank shall make any request pursuant to this Section shall survive the repayment of all 3.05 unless such amounts due under to, and costs incurred by, such Bank are equal to or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationgreater than $100.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Each Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment payment, prepayment, Conversion or prepayment Continuation of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by Bank to such Bank, in any such case Borrower on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by such Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.15; or (3) any failure by such Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) 2.15 given or submitted by such Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under clause (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower The Company shall pay to the Administrative Agent for the account of the applicable Bankeach Lender, upon the request of such Bank Lender through the Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or expense which such Bank Lender reasonably determines is attributable to: (1a) any payment or prepayment of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Company on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower); or (4b) the conversion of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto; or (c) the failure by Borrower to borrow, convert, continue or prepay a LIBOR Loan or Bid any Fixed Rate Loan on the date specified in a any notice of prepaymentdelivered under Section 2.02. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (paid or not Convertedborrowed, Continued converted, continued or borrowed) prepaid for the period from and including the date of such payment, prepayment, Conversion or Continuation (payment or failure to Convertborrow, Continue convert, continue or borrow) prepay to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert, continue or prepay to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section 5.05 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any prima facie evidence of the Loan Documents and the termination correctness of the Loan Commitments in respect of the period prior to such terminationdetermination.

Certain Compensation. Other than in connection with a Conversion of an Affected LoanThe Borrower and the Subsidiary Borrower, Borrower as applicable, shall pay to the Administrative Agent for the account of the applicable Bankeach Lender, upon the request of such Bank Lender through the Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or expense which such Bank reasonably Lender determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Lender on a date other than the last day of an applicable Interest Period, Period for such Fixed Rate Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by the Borrower for any reason or the Subsidiary Borrower, as applicable, to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (Sections 2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.07, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Fixed Rate Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Fixed Rate Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid such Fixed Rate Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market (if such Loan is a Fixed Rate Loan) for Dollar deposits, or Norwegian Krone deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section 4.05 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Term SOFR Loan made by such Bank, or any Conversion of a LIBOR Term SOFR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Term SOFR Loan or a Base Rate Loan or to Continue a LIBOR Term SOFR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Term SOFR Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower2.14; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Term SOFR Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then then-current applicable Interest Period (or, in the case of a failure to Convert, Continue Continue, or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Term SOFR Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London relevant interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion Each of an Affected Loan, Borrower the Borrowers shall pay to Administrative the Agent for the account of the applicable each Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made to such Borrower by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by such Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) 2.4, 2.5 or 2.6, as the case may be. Such compensation shall not include any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without Margin, but without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, herein (excluding any Margin); over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period, provided that such Bank shall have delivered to Xx. A determination of any Bank Xxxxxx a certificate setting forth in reasonable detail its calculations as to the amounts payable pursuant to this Section amount of such loss, cost or expense, which certificate shall be conclusive absent in the absence of manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Each Borrower shall pay to the Administrative Agent for the account of the applicable Bankeach Lender, upon the request of such Bank Lender through the Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or expense which such Bank reasonably Lender determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Eurocurrency Loan or Bid Rate Loan of such Borrower made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Lender on a date other than the last day of an applicable Interest Period, Period for such Eurocurrency Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by such Borrower for any reason to Convert borrow, convert into or renew a LIBOR Eurocurrency Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (Sections 2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.06, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Eurocurrency Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Eurocurrency Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Eurocurrency Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, deposits in the relevant currency of leading banks for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section 4.05 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to ; provided that such terminationdetermination is made on a reasonable basis.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay directly to Administrative Agent for a Lender, immediately upon request and notwithstanding contrary provisions contained in the account of Mortgage or other Loan Documents, such amounts as shall, in the applicable Bank, upon the request judgment of such Bank through Administrative Agent Lender (which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the conclusive so long as made on a reasonable opinion of such Bank) to basis), compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: incurred by it as a result of (1i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion portion of the rate of Principal Amount bearing interest on a Bid at the LIBO Based Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2ii) any failure by Borrower the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender’s Note from the LIBO Based Rate to Convert the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a LIBOR Loan date other than the last day of an applicable Interest Period, (iii) the failure of all or a Base portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate Loan or pursuant to Continue a LIBOR Loan, as the case may be, LIBO Rate Request to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; made, (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4iv) any failure by Borrower to prepay a LIBOR Loan or Bid any portion of the Principal Amount bearing interest at the LIBO Based Rate Loan on the date specified in a Borrower’s notice of prepayment. Without limiting prepayment or (v) the foregoingfailure of Borrower to borrow, such compensation continue or convert in accordance with a LIBO Rate Request submitted by it, which amounts shall include include, without limitation, an amount equal to the present value Present Value (using determined as the discount rate an interest rate equal to the rate determined under (2) belowhereinafter provided) of the excess, if any, dollar amount which is obtained by multiplying the number of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period days from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, occurrence to the last day of the applicable Interest Period by a number which would have commenced is calculated by (i) multiplying the amount prepaid, converted, not advanced, not prepaid or not borrowed, as the case may be, by the excess of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the applicable Interest Period and (ii) dividing the product thereof by 360. For purposes of this Section, Present Value shall be determined by using the number of days during the period from the date specified therefor in of occurrence to and including the relevant notice) at last day of the applicable rate of interest for Interest Period and using the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such periodabove-referenced United States Treasury security rate. A determination of any Bank by a Lender as to the amounts payable to it pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative the Agent for the account of the applicable each Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Borrower on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (Sections 2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.06, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of: (i) the present value of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the present value of the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market (if such Loan is a Eurodollar Loan) for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section 4.05 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment payment, prepayment, Conversion or prepayment Continuation of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.15; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) 2.15 given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under clause (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to the Administrative Agent for the account of the applicable Bank, upon the request of such Bank through the Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion or Continuation of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) Loan made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.15; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 2.15 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment payment, prepayment, Conversion or prepayment Continuation of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest PeriodPeriod for such LIBOR Loan, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.15; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) 2.15 given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay directly to Administrative Agent for a Lender, immediately upon request and notwithstanding contrary provisions contained in the account of Mortgage or other Loan Documents, such amounts as shall, in the applicable Bank, upon the request judgment of such Bank through Administrative Agent Lender (which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the conclusive so long as made on a reasonable opinion of such Bank) to basis), compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: incurred by it as a result of (1i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion portion of the rate of Principal Amount bearing interest on a Bid at the LIBO Based Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2ii) any failure by Borrower the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender's Note from the LIBO Based Rate to Convert the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a LIBOR Loan date other than the last day of an applicable Interest Period, (iii) the failure of all or a Base portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate Loan or pursuant to Continue a LIBOR Loan, as the case may be, LIBO Rate Request to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; made, (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4iv) any failure by Borrower to prepay a LIBOR Loan or Bid any portion of the Principal Amount bearing interest at the LIBO Based Rate Loan on the date specified in a Borrower's notice of prepayment. Without limiting prepayment or (v) the foregoingfailure of Borrower to borrow, such compensation continue or convert in accordance with a LIBO Rate Request submitted by it, which amounts shall include include, without limitation, an amount equal to the present value Present Value (using determined as the discount rate an interest rate equal to the rate determined under (2) belowhereinafter provided) of the excess, if any, dollar amount which is obtained by multiplying the number of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period days from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, occurrence to the last day of the applicable Interest Period by a number which would have commenced is calculated by (i) multiplying the amount prepaid, converted, not advanced, not prepaid or not borrowed, as the case may be, by the excess of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the applicable Interest Period and (ii) dividing the product thereof by 360. For purposes of this Section, Present Value shall be determined by using the number of days during the period from the date specified therefor in of occurrence to and including the relevant notice) at last day of the applicable rate of interest for Interest Period and using the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such periodabove-referenced United States Treasury security rate. A determination of any Bank by a Lender as to the amounts payable to it pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable BankLender, upon the request of such Bank Lender through Administrative Agent (which request includes shall include a calculation of the amount(s) due), such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or expense which such Bank reasonably Lender determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such BankLender, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such BankLender, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14;; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under clause (2y) below) of the excess, if any, of (1x) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2y) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.13; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 2.13 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative the Agent for the account of the applicable each Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration acceleration, mandatory prepayment or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.07, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section 3.05 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankAdministrative Agent) to compensate it such Bank for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration acceleration, the exercise by Borrower of its rights under Section 3.07 or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Administrative Agent as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion or Continuation of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a 41 Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative the Agent for the account of the applicable each Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of required prepayment, required conversion or acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.04, 2.05, 2.06 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.13, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid on the first day of such Interest Period in the London interbank market (if such Loan is a Eurodollar Loan) or other relevant market (if interest on such Loan is not based on the Eurodollar Rate) for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationInterest Period.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, (a) The Borrower shall pay hereby agrees to Administrative Agent for indemnify the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for Banks against any loss, cost actual loss or expense which such Bank reasonably determines is attributable tothe Banks or any one of them may sustain or incur as a consequence of any of the following: (1i) the receipt or recovery by the Bank, whether by voluntary prepayment, acceleration or otherwise, of all or any payment or prepayment part of a LIBOR Loan or Bid Rate Loan made by such Bankprior to the last day of an Interest Period applicable thereto; (ii) the conversion, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than prior to the last day of an applicable Interest Period, whether by reason of acceleration or otherwisea LIBOR Loan into a Base Rate Loan; (2iii) any the failure by the Borrower for to borrow any reason LIBOR Loan, convert any Base Rate Loan to Convert a LIBOR Loan or a Base Rate continue any LIBOR Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in of borrowing, conversion or continuation by the relevant notice under Section 2.14; (3) any failure by Borrower pursuant to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrowerprovisions hereof; or (4iv) any the failure by the Borrower to prepay a LIBOR Loan or Bid Rate Loan pay, punctually on the due date specified in a notice thereof, any amount payable by the Borrower with respect to or on account of prepaymentany LIBOR Loan. Without limiting the effect of the foregoing, the amount to be paid by the Borrower to the Agent on behalf of any Bank in order to so indemnify such compensation Bank for any actual loss occasioned by any of the events described in the preceding paragraph, whether existing or prospective, and as liquidated damages therefor, shall include an amount be equal to the excess, discounted to its present value (using as of the discount rate an interest rate equal date paid to the rate determined under (2) below) of the excess, if anyAgent, of (1x) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paidreceived, prepaidrecovered, Converted or Continued (converted or not Converted, Continued or borrowed) for borrowed during the period from (the "Indemnity Period") commencing with the date of such paymentreceipt, prepaymentrecovery, Conversion or Continuation (conversion, or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, borrow to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) for such LIBOR Loan at the applicable rate of interest for the applicable to such LIBOR Loan (or Bid Rate Loan the rate of interest agreed to in the case of a failure to borrow) provided for herein, herein (prior to default) over (2y) the amount of interest (as reasonably determined which would be earned by such Bank) based upon Bank during the interest Indemnity Period if it invested the principal amount so received, recovered, converted or not borrowed at the rate which such Bank would have bid in the London interbank market for Dollar depositsper annum approximately equal to LIBOR, for amounts comparable on an amount approximately equal to such principal amount and maturities for a period of time comparable to such period. Indemnity Period. (b) A determination of any Bank certificate as to the any additional amounts payable pursuant to this Section 4.1 setting forth the basis and method of determining such amounts shall be conclusive conclusive, absent manifest demonstrable error, as to the determination by each Bank set forth therein if made reasonably and in good faith. The obligations Borrower shall pay to the Agent any amounts so certified to the Agent by a Bank within 10 days of Borrower under receipt of any such certificate. For purposes of this Section 4.1, all references to the "Bank" shall survive be deemed to include any participant in this Agreement and/or the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationLoans.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any non-administrative, actual loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion or Continuation of a LIBOR Loan (or conversion of the rate of interest on a LIBOR Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to a LIBOR Loan or Continue a LIBOR Loan, as the case may be, Loan to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) margin for the period from after the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period). A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with (a) The Borrower hereby agrees to indemnify the Banks against any actual loss or expense which the Banks or any one of them may sustain or incur as a Conversion consequence of an Affected Loan, Borrower shall pay to Administrative Agent for any of the account of following (unless such loss or expense results from the applicable Bank, upon 's failure to fund any LIBOR Loan after satisfaction of all applicable conditions hereunder): (i) the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount receipt or amounts as shall be sufficient (in the reasonable opinion of recovery by such Bank) to compensate it for , whether by voluntary prepayment, acceleration or otherwise, of all or any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment part of a LIBOR Loan or Bid Rate Loan made by such Bankprior to the last day of an Interest Period applicable thereto; (ii) the conversion, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than prior to the last day of an applicable Interest Period, whether by reason of acceleration or otherwisea LIBOR Loan into a Base Rate Loan; (2iii) any the failure by the Borrower for to borrow any reason LIBOR Loan, convert any Base Rate Loan to Convert a LIBOR Loan or a Base Rate continue any LIBOR Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in of borrowing, conversion or continuation by the relevant notice under Section 2.14; (3) any failure by Borrower pursuant to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrowerprovisions hereof; or (4iv) any the failure by the Borrower to prepay a LIBOR Loan or Bid Rate Loan pay, punctually on the due date specified in a notice thereof. any amount payable by the Borrower with respect to or on account of prepaymentany LIBOR Loan. Without limiting the effect of the foregoing, the amount to be paid by the Borrower to the Agent on behalf of any Bank in order to so indemnify such compensation Bank for any actual loss occasioned by any of the events described in the preceding paragraph, whether existing or prospective, and as liquidated damages therefor, shall include an amount be equal to the excess, discounted to its present value (using as of the discount rate an interest rate equal date paid to the rate determined under (2) below) of the excess, if anyAgent, of (1x) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paidreceived, prepaidrecovered, Converted or Continued (converted or not Convertedborrowed, Continued continued or borrowed) for converted during the period from (the "Indemnity Period") commencing with the date of such paymentreceipt, prepaymentrecovery, Conversion or Continuation (conversion, or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, continue or convert to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) for such LIBOR Loan at the applicable rate of interest for the applicable to such LIBOR Loan (or Bid Rate Loan the rate of interest agreed to in the case of a failure to borrow, continue or convert) provided for herein, herein (prior to default) over (2y) the amount of interest (as reasonably determined which would be earned by such Bank) based upon Bank during the interest Indemnity Period if it invested the principal amount so received, recovered, converted or not borrowed, continued or converted at the rate which such Bank would have bid in the London interbank market for Dollar depositsper annum approximately equal to LIBOR, for amounts comparable on an amount approximately equal to such principal amount and maturities for a period of time comparable to such period. Indemnity Period. (b) A determination of any Bank certificate as to the any additional amounts payable pursuant to this Section 4.1 setting forth the basis and method of determining such amounts shall be conclusive conclusive, absent manifest error, as to the determination by each Bank set forth therein if made reasonably and in good faith. The obligations Borrower shall pay to the Agent any amounts so certified to the Agent by a Bank within thirty (30) days of Borrower under demand. For purposes of this Section 4.1, all references to the "Bank" shall survive be deemed to include any participant in a Bank's Commitment and/or the repayment of all amounts due under or in connection with Loans; provided, however, that the Borrower shall not be required to compensate a Bank and its participants for any of amount that exceeds the Loan Documents and the termination of the Loan Commitments in respect of the period prior amount that it would have been required to pay hereunder if no participation had been sold by such terminationBank.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a 45 Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion conversion of an Affected Loanaffected Note pursuant to the second paragraph of Section 3.01, Borrower shall pay directly to Administrative Agent for the account of the applicable Banka Lender, immediately upon the request of such Bank through Administrative Agent request, which request includes shall include a calculation of the amount(s) amounts due, and notwithstanding contrary provisions contained in the Mortgage or other Loan Documents, such amount or amounts as shall, in the judgment of such Lender (which shall be sufficient (in the conclusive so long as made on a reasonable opinion of such Bank) to basis), compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: incurred by it as a result of (1i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion portion of the rate of Principal Amount bearing interest on a Bid at the LIBO Based Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2ii) any failure by Borrower the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender's Note from the LIBO Based Rate to Convert the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a LIBOR Loan date other than the last day of an applicable Interest Period or a Base Rate Loan or to Continue a LIBOR Loan, as (iii) the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by of Borrower to borrow (or to qualify for in accordance with a borrowing of) a LIBOR Loan or Bid LIBO Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or Request submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoingit, such compensation which amounts shall include include, without limitation, an amount equal to the present value (using as the a discount rate an interest rate equal to the rate determined under at which interest is computed pursuant to clause (2y) below) of the excess, if any, of (1x) the amount of interest (less the Applicable Margin) which otherwise that would have accrued at the LIBO Based Rate on the principal amount so paid, prepaid, Converted or Continued (converted or not Convertedborrowed, Continued or borrowed) as the case may be, for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, occurrence to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2y) the amount of interest (as reasonably determined in good faith by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, for amounts an amount comparable to such principal the amount and maturities comparable to such period. A determination so prepaid, converted or not borrowed, as the case may be, for the period from the date of any Bank as occurrence to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any last day of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationapplicable Interest Period.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay directly to Administrative Agent for a -------------------- Lender, immediately upon request and notwithstanding contrary provisions contained in the account of Mortgage or other Loan Documents, such amounts as shall, in the applicable Bank, upon the request judgment of such Bank through Administrative Agent Lender (which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the conclusive so long as made on a reasonable opinion of such Bank) to basis), compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: incurred by it as a result of (1i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion portion of the rate of Principal Amount bearing interest on a Bid at the LIBO Based Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2ii) any failure by Borrower the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender's Note from the LIBO Based Rate to Convert the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a LIBOR Loan date other than the last day of an applicable Interest Period, (iii) the failure of all or a Base portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate Loan or pursuant to Continue a LIBOR Loan, as the case may be, LIBO Rate Request to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; made, (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4iv) any failure by Borrower to prepay a LIBOR Loan or Bid any portion of the Principal Amount bearing interest at the LIBO Based Rate Loan on the date specified in a Borrower's notice of prepayment. Without limiting prepayment or (v) the foregoingfailure of Borrower to borrow, such compensation continue or convert in accordance with a LIBO Rate Request submitted by it, which amounts shall include include, without limitation, an amount equal to the present value (using as the a discount rate an interest rate equal to the rate determined under at which interest is computed pursuant to clause (2y) below) of the excess, if any, of (1x) the amount of interest (less the Applicable Margin) which otherwise that would have accrued at the LIBO Based Rate on the principal amount so paid, prepaid, Converted or Continued (converted, not advanced, not prepaid or not Convertedborrowed, Continued continued or borrowed) converted, as the case may be, for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, occurrence to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2y) the amount of interest (as reasonably determined in good faith by such BankLender) based upon the interest rate which that such Bank Lender would have bid paid to Borrower (and other customers) on a Euro-Dollar deposit placed by such Lender with leading banks in the London interbank market for Dollar depositsan amount comparable to the amount so prepaid, converted, not advanced, not prepaid or not borrowed, continued or converted, as the case may be, for amounts comparable the period from the date of occurrence to such principal amount and maturities comparable to such periodthe last day of the applicable Interest Period. A determination of any Bank by a Lender as to the amounts payable to it pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loana Loan pursuant to Section 3.03, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Term SOFR Loan made by such Bank, or any Conversion of a LIBOR Term SOFR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Term SOFR Loan or a Base Rate Loan or to Continue a LIBOR Term SOFR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.142.02; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Term SOFR Loan which would otherwise be made hereunder on the date specified in the relevant Election notice Notice of Borrowing under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower2.02; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Term SOFR Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Term SOFR Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative --------------------- Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment payment, prepayment, Conversion or prepayment Continuation of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.15; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) 2.15 given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative the Agent for the account of the applicable each Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable and demonstrable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of required prepayment, required conversion, acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.04, 2.05, 2.06 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.13, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have paid during the same period if it had bid on the first day of the then current Interest Period for such Loan in the London interbank market (if interest on such Loan is based on the Eurodollar Rate) or in any other relevant market (if such Loan is a Quoted Rate Loan) for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationInterest Period.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative -------------------- Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment payment, prepayment, Conversion or prepayment Continuation of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest PeriodPeriod for such LIBOR Loan, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, (a) The Borrower shall pay hereby agrees to Administrative Agent for indemnify the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for Banks against any loss, cost loss or expense which such Bank reasonably determines is attributable tothe Banks or any one of them may sustain or incur as a consequence of any of the following: (1i) the receipt or recovery by a Bank, whether by voluntary prepayment, acceleration or otherwise, of all or any payment or prepayment part of a LIBOR Loan or Bid Rate Loan made by such Bankprior to the last day of an Interest Period applicable thereto; (ii) the conversion, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than prior to the last day of an applicable Interest Period, whether by reason of acceleration or otherwisea LIBOR Loan into a Base Rate Loan; (2iii) any the failure by the Borrower for to borrow any reason LIBOR Loan, convert any Base Rate Loan to Convert a LIBOR Loan or a Base Rate continue any LIBOR Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor of borrowing, conversion or continuation set forth in the relevant notice under Section 2.14; (3) any delivered by the Borrower pursuant to the provisions hereof, unless such failure by Borrower to borrow (or results from the Banks' failure to qualify for a fund such borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on when the date specified in Banks are required to do so under the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrowerterms of this Agreement; or (4iv) any the failure by the Borrower to prepay a LIBOR Loan or Bid Rate Loan pay, punctually on the due date specified in a notice thereof, any amount payable by the Borrower with respect to or on account of prepaymentany LIBOR Loan. Without limiting the effect of the foregoing, the amount to be paid by the Borrower to any Bank in order to so indemnify such compensation Bank for any loss occasioned by any of the events described in the preceding paragraph, and as liquidated damages therefor, shall include an amount be equal to the excess, discounted to its present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if anydate paid to such Bank, of (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paidreceived, prepaidrecovered, Converted or Continued (converted or not Converted, Continued or borrowed) for borrowed during the period from (the "Indemnity Period") commencing with the date of such paymentreceipt, prepaymentrecovery, Conversion or Continuation (conversion, or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, borrow to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) for such LIBOR Loan at the applicable rate of interest for the applicable to such LIBOR Loan (or Bid Rate Loan the rate of interest agreed to in the case of a failure to borrow) provided for herein, herein (prior to default) over (2ii) the amount of interest (as reasonably determined which would be earned by such Bank) based upon Bank during the interest Indemnity Period if it invested the principal amount so received, recovered, converted or not borrowed at the rate which such Bank would have bid in per annum approximately equal to LIBOR, as the London interbank market for Dollar depositscase may be, for amounts comparable on an amount approximately equal to such principal amount and maturities for a period of time comparable to such periodIndemnity Period. A determination of any Any Bank requesting indemnification pursuant to this Section 4.1 shall deliver to Agent and to the Borrower a certificate as to the any additional amounts payable pursuant to this Section 4.1 setting forth the basis and method of determining such amounts shall be conclusive conclusive, absent manifest error, as to the determination by each Bank set forth therein if made reasonably and in good faith. The obligations Borrower shall pay to each Bank any amounts so certified by such Bank within 10 days of Borrower under receipt of any such certificate. For purposes of this Section 4.1, all references to the "Bank" shall survive be deemed to include any participant in this Agreement and/or the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationLoans.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower The Borrowers shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueBank, such amount or amounts as shall be sufficient (in the reasonable opinion of such the Bank) to compensate it for any loss, cost or expense which such the Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by Borrower for any reason the Borrowers to Convert borrow, convert into or renew a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such the Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.4, 2.5 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.11, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the 163 period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) with respect to a LIBOR Loan, the amount of interest (as reasonably determined by such the Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any the Bank as to the amounts payable pursuant to this Section 3.4 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankAdministrative Agent) to compensate it such Bank for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR SOFR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR SOFR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration acceleration, the exercise by Borrower of its rights under Section 3.07 or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR SOFR Loan or a Base Rate Loan or to Continue a LIBOR SOFR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR SOFR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR SOFR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR SOFR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Administrative Agent as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative Agent any Bank for the account of the applicable such Bank, upon within two days after the request demand of any such Bank through the Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case (on a date other than the last day of an applicable the Interest PeriodPeriod with respect to BA Rate Loans, Fixed Rate Loans or LIBOR Loans) by the Borrower of any such Loans made by such Bank (whether by reason of acceleration the mandatory or voluntary prepayment provisions of this Agreement or otherwise;) or any failure by the Borrower to pay principal or interest on any such Loan made by such Bank when due or any conversion of any such Loan pursuant to Section 4.7 or Section 5.4 hereof; or (2b) any failure by the Borrower for to borrow, convert into or continue any reason to Convert a LIBOR Loan or a Base BA Rate Loan, Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, Loan to be Converted or Continued made by such Bank on the date specified therefor in the relevant notice under Section 2.14;this Agreement; or (3c) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR any BA Rate Loan, Fixed Rate Loan or Bid Rate LIBOR Loan on the date specified therefor in a the relevant notice of prepaymentunder Section 4.1 hereof. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (converted or not Convertedborrowed, Continued continued, converted or borrowed) prepaid for the period from and including the date of such payment, prepayment, Conversion payment or Continuation (conversion or failure to Convertborrow, Continue continue, convert or borrow) to prepay to, but excluding the last day of the then current applicable Interest Period or the Loan Maturity Date, as applicable, in the case of BA Rate Loans, Fixed Rate Loans or LIBOR Loans (or, in the case of a failure to Convert, Continue or borrow, continue or convert to but excluding the last day of the applicable Interest Period Period, or the Loan Maturity Date, as applicable, in the case of any other BA Rate Loans, Fixed Rate Loans or LIBOR Loans which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market (if such Loan is a LIBOR Loan) or, if relevant, such other applicable market (if such Loan is a BA Rate Loan or Fixed Rate Loan) for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section 5.5 shall be conclusive absent manifest error. The obligations of error provided that such determination is made on a reasonable basis and provided further that such Bank provides the Borrower under this Section shall survive the repayment of all amounts due under or in connection with any copies of the Loan Documents and the termination of the Loan Commitments calculations made by such Bank in respect of the period prior to making such terminationdetermination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay directly to Administrative Agent for a Lender, immediately upon request and notwithstanding contrary provision contained in the account of Mortgage or other Loan Documents, such amounts as shall, in the applicable Bank, upon the request judgment of such Bank through Administrative Agent Lender (which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the conclusive so long as made on a reasonable opinion of such Bank) to basis), compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1including "breakage" costs but excluding "yield maintenance" amounts) incurred by it as a result of (i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion portion of the rate of Principal Amount bearing interest on a Bid at the LIBO Based Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2ii) any failure by Borrower the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender's Note from the LIBO Based Rate to Convert the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a LIBOR Loan date other than the last day of an applicable Interest Period, (iii) the failure of all or a Base portion of the advance of Loan proceeds which was to have borne interest at the LIBO Based Rate Loan or pursuant to Continue a LIBOR Loan, as the case may be, LIBO Rate Request to be Converted made or Continued by such Bank on (iv) the date specified therefor in the relevant notice under Section 2.14; (3) any failure by of Borrower to borrow (or to qualify for in accordance with a borrowing of) a LIBOR Loan or Bid LIBO Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or Request submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoingit, such compensation which amounts shall include include, without limitation, an amount equal to the present value (using as the a discount rate an interest rate equal to the rate determined under at which interest is computed pursuant to clause (2y) below) of the excess, if any, of (1x) the amount of interest that would have accrued at the LIBO Based Rate (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (converted, not advanced or not Convertedborrowed, Continued or borrowed) as the case may be, for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, occurrence to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2y) the amount of interest (as reasonably determined in good faith by such BankLender) based upon the interest rate which that such Bank Lender would have bid paid to Borrower (and other customers) on a Euro-Dollar deposit placed by such Lender with leading banks in the London interbank market for Dollar depositsan amount comparable to the amount so prepaid, converted, not advanced or not borrowed, as the case may be, for amounts comparable to such principal amount and maturities comparable to such period. A determination the period from the date of any Bank as occurrence to the amounts payable pursuant last day of the applicable Interest Period. Notwithstanding the provisions of clause (i) above, in the case of premature payments of sums bearing interest at the LIBO Based Rate required by the provisions of Section 2.13, so long as no Event of Default is then continuing, Administrative Agent, at Borrower's request, shall hold the amount of the payment in an interest-bearing cash collateral account until the expiration of the Interest Period(s) in question in order to this Section shall minimize or eliminate the amount which would otherwise be conclusive absent manifest error. The obligations of due from Borrower under this Section (it being acknowledged that (A) interest shall survive continue to accrue and be due and payable on the repayment of all amounts due under or entire Principal Amount until such payment is applied in connection with any reduction of the Loan Documents Principal Amount and (B) interest accrued on the termination of cash collateral account shall be applied toward Borrower's obligations under the Loan Commitments in respect of the period prior to such terminationLoan).

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any non-administrative, actual loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Term SOFR Loan or Bid Rate Loan made by such Bank, or any Conversion or Continuation of a LIBOR Term SOFR Loan (or conversion of the rate of interest on a Term SOFR Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, Term SOFR Loan to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Term SOFR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) margin for the period from after the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period). A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under No Bank shall make any request pursuant to this Section shall survive the repayment of all 3.05 unless such amounts due under to, and costs incurred by, such Bank are equal to or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationgreater than $100.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative the Agent for the account of the applicable each Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of mandatory prepayment, acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.04, 2.06 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.07, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest (less the Margin) for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section 3.05 shall be conclusive absent manifest error. The obligations of , but in no event shall the Borrower under this Section shall survive the repayment of all amounts due under or in connection with be obligated to reimburse any of the Loan Documents and the termination of the Loan Commitments in respect of the period costs incurred for periods earlier than six months prior to the delivery of such terminationBank's written request for such costs.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR Loan, a LIBOR Daily Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower The Borrowers shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueBank, such amount or amounts as shall be sufficient (in the reasonable opinion of such the Bank) to compensate it the Bank for any loss, cost or expense which such the Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by Borrower for any reason the Borrowers to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such the Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.06, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such the Bank) based upon the interest rate which such Bank would have bid in the London interbank market (if such Loan is a Fixed Rate Loan) for Dollar depositsdeposits in Dollars, Pounds Sterling or any applicable Alternative Currency, as the case may be, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any the Bank as to the amounts payable pursuant to this Section 3.04 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay directly to Administrative Agent for a Lender, promptly upon request and notwithstanding contrary provisions contained in the account Deed of Trust or other Loan Documents, such amounts as shall, in the applicable Bank, upon the request judgment of such Bank through Administrative Agent Lender (which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the conclusive and binding absent manifest error and so long as made on a reasonable opinion of such Bank) to basis), compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: incurred by it as a result of (1i) any failure by Borrower to make a borrowing of, conversion into or continuation of a LIBOR Loan after Borrower has given a notice requesting the same in accordance with this Agreement, (ii) any failure by Borrower to make any prepayment after Borrower has given notice thereof in accordance with the provisions of this Agreement (unless revoked by Borrower in accordance with the terms of Section 2.11(a) hereof), (iii) the making of any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of a any LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2iv) any failure by Borrower the conversion (for any reason to Convert whatsoever, whether voluntary or involuntary) of a LIBOR Loan or to a Base Rate Loan on a date other than the last day of an applicable Interest Period, or to Continue a LIBOR Loan, (v) the early termination of any Interest Rate Protection Agreement (as the case may be, to be Converted or Continued by such Bank on the date specified therefor more particularly provided in the relevant notice under Section 2.14; Interest Rate Protection Agreement). In the cases of clauses (3i) any failure by Borrower to borrow through (or to qualify for a borrowing ofiv) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoingabove, such compensation amounts shall include include, without limitation, an amount equal to the present value (using as the a discount rate an interest rate equal to the rate determined under at which interest is computed pursuant to clause (2y) below) of the excess, if any, of (1x) the amount of interest (less the Applicable Margin) which otherwise that would have accrued on the principal amount so paid, prepaid, Converted or Continued (converted, not borrowed, not continued, not converted or not Convertedprepaid, Continued or borrowed) as the case may be, for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, occurrence to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, herein over (2y) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank would have bid accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market for Dollar depositsmarket. In the case of clause (v) above, for such amounts comparable shall include, without limitation, any loss, cost or expense arising from the reemployment of funds obtained by the affected Lender, from fees payable to terminate the deposits from which such principal amount and maturities comparable to such period. A determination of funds were obtained or from reversing any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationInterest Rate Protection Agreement.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Each Borrower shall pay to the Administrative Agent for the account of the applicable each Bank, upon the request of such Bank through the Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Eurocurrency Loan or Bid Rate a Swingline Loan made by such Bank or the Swingline Bank, as applicable, at the direction of Borrower or any Conversion of a LIBOR Loan (as otherwise permitted herein, which payment, prepayment, conversion or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case renewal is on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Eurocurrency Loan or a Base Rate Swingline Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank or the Swingline Bank, as applicable, on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.7, 2.8 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.9, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits in the relevant currencies of leading banks for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section 4.5 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower The Borrowers shall pay to Administrative the Agent for the account of the applicable Bankeach Lender, upon the request of such Bank Lender through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or expense which such Bank reasonably Lender determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Rate Eurodollar Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Lender on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by Borrower for any reason the Borrowers to Convert borrow, convert into or renew a LIBOR Eurodollar Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.05, 2.07 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.09, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid on the date of such prepayment or failure, in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section 6.05 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected LoanSubject to Lender's reasonable efforts to mitigate such losses, costs and expenses, the Borrower shall pay to Administrative Agent for the account of the applicable BankLender, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueLender, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or reasonable expense which such Bank reasonably Lender determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Libor Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Lender on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Libor Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.07, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Libor Rate Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Libor Rate Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid such Libor Rate Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section 4.05 shall be conclusive absent manifest errorset forth in certificates, signed by an officer of Lender, delivered to Borrower. The obligations of Such certificates shall include the amount required to be paid by Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents to Lender and the termination of the Loan Commitments computations made by Lender to determine such amount. Any such determination shall be conclusive, absent demonstrable error, provided that such determinations are made in respect of the period prior to such terminationgood faith and on a reasonable basis.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent Agent, for the account of the applicable BankLender, upon the written request of such Bank Lender through Administrative Agent (which request includes shall include a calculation of the amount(s) due), such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which actually incurred by such Bank reasonably determines Lender that is attributable to: (1) any payment payment, prepayment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Lender on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14;2.13 (it being understood that no notice of Continuation or Conversion is required in the case of an automatic Continuation or Conversion pursuant to the last sentence of Section 2.13, but that Borrower will be deemed to give such notice); or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or 2.13 (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a it being understood that no notice of prepaymentElection is required in the case of a deemed Election pursuant to the second to last sentence of Section 2.13, but that Borrower will be deemed to give such notice). Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under clause (2y) below) of the excess, if any, of (1x) the amount of interest (less exclusive of the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2y) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.13; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 2.13 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.Continued

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment payment, prepayment, Conversion or prepayment Continuation of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.15; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) 2.15 given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, less the Applicable Margin, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment payment, prepayment, Conversion or prepayment Continuation of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.15; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) 2.15 given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.such

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower The Borrowers shall pay to Administrative the Agent for the account of the applicable Bankeach Lender, upon the request of such Bank Lender through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or expense which such Bank reasonably Lender determines is attributable to: (1a) any payment or prepayment conversion of a LIBOR Loan or Bid Rate Eurodollar Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Borrowers on a date other than the last day of an applicable a Eurodollar Interest PeriodPeriod or the maturity date, respectively, for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by Borrower for the Borrowers to borrow any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued made by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.11 or to qualify for convert any Loan to a borrowing of) a LIBOR Eurodollar Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay continue a LIBOR Loan or Bid Rate Eurodollar Loan on the date specified therefor in a the relevant notice under Section 2.11; or (c) the failure to make any prepayment of prepaymentany Eurodollar Loan on the date specified therefor in the relevant notice under Section 2.11. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted paid or Continued converted (in the case of clause (a) above) or not Convertedborrowed, Continued converted or borrowedcontinued (in the case of clause (b) above) or not prepaid (in the case of clause (c) above), for the period from and including the date of such payment, prepayment, Conversion or Continuation (payment or failure to Convert, Continue or borrow) to but excluding the last day of the then current applicable Eurodollar Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert, continue or prepay, to but excluding the last day of the applicable Eurodollar Interest Period for such Loan which would have HUTTIG CREDIT AGREEMENT commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, herein over (2ii) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section 3.05 shall be conclusive conclusive, absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, (a) The Borrower shall pay hereby agrees to Administrative Agent for indemnify the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for against any loss, cost loss or expense which such the Bank reasonably determines is attributable tomay sustain or incur as a consequence of any of the following: (1i) the receipt or recovery by the Bank, whether by voluntary prepayment, acceleration or otherwise, of all or any payment or prepayment part of a LIBOR Loan or Bid Rate Loan made by such Bankprior to the last day of an Interest Period applicable thereto; (ii) the conversion, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than prior to the last day of an applicable Interest Period, whether by reason of acceleration or otherwisea LIBOR Loan into an Alternate Base Rate Loan; (2iii) any the failure by the Borrower for to borrow any reason LIBOR Loan, convert any Alternate Base Rate Loan to Convert a LIBOR Loan or a Base Rate continue any LIBOR Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor of borrowing, conversion or continuation set forth in any notice by the relevant notice under Section 2.14; (3) any failure by Borrower pursuant to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrowerprovisions hereof; or (4iv) any the failure by the Borrower to prepay a LIBOR Loan or Bid Rate Loan pay, punctually on the due date specified in a notice thereof, any amount payable by the Borrower with respect to or on account of prepaymentany LIBOR Loan. Without limiting the effect of the foregoing, such compensation the amount to be paid by the Borrower to the Bank in order to so indemnify the Bank for any loss occasioned by any of the events described in the preceding paragraph, and as liquidated damages therefor, shall include an amount be equal to the excess, discounted to its present value (using as of the discount rate an interest rate equal date paid to the rate determined under (2) below) of the excess, if anyBank, of (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paidreceived, prepaidrecovered, Converted or Continued (converted or not Converted, Continued or borrowed) for borrowed during the period from (the "Indemnity Period") commencing with the date of such paymentreceipt, prepaymentrecovery, Conversion or Continuation (conversion, or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, borrow to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) for such LIBOR Loan at the applicable rate of interest for the applicable to such LIBOR Loan (or Bid Rate Loan the rate of interest agreed to in the case of a failure to borrow) provided for herein, herein (prior to default) over (2ii) the amount of interest (which would be earned by the Bank during the Indemnity Period if it invested the principal amount so received, recovered, converted or not borrowed at the rate per annum approximately equal to LIBOR, as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar depositscase may be, for amounts comparable on an amount approximately equal to such principal amount and maturities for a period of time comparable to such period. Indemnity Period. (b) A determination of any Bank certificate as to the any additional amounts payable pursuant to this Section 5.1 (setting forth in detail the basis and method of, and computations used for, determining such amounts shall be conclusive conclusive, absent manifest error, as to the determination by the Bank set forth therein if made reasonably and in good faith. The obligations Borrower shall pay to the Bank any amounts so certified by the Bank within 10 days of Borrower under receipt of any such certificate. For purposes of this Section 5.1, all references to the "Bank" shall survive be deemed to include any participant in this Agreement and/or the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationLoans.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, (a) The Borrower shall pay hereby agrees to Administrative Agent for indemnify the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for Banks against any loss, cost loss or expense which such Bank reasonably determines is attributable tothe Banks or any one of them may sustain or incur as a consequence of any of the following: (1i) the receipt or recovery by a Bank, whether by voluntary prepayment, acceleration or otherwise, of all or any payment or prepayment part of a LIBOR Loan or Bid Rate Loan made by such Bankprior to the last day of an Interest Period applicable thereto; (ii) the conversion, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than prior to the last day of an applicable Interest Period, whether by reason of acceleration or otherwisea LIBOR Loan into a Base Rate Loan; (2iii) any the failure by the Borrower for to borrow any reason LIBOR Loan, convert any Base Rate Loan to Convert a LIBOR Loan or a Base Rate continue any LIBOR Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor of borrowing, conversion or continuation set forth in the relevant notice under Section 2.14; (3) any delivered by the Borrower pursuant to the provisions hereof, unless such failure by Borrower to borrow (or results from the Banks' failure to qualify for a fund such borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on when the date specified in Banks are required to do so under the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrowerterms of this Agreement; or (4iv) any the failure by the Borrower to prepay a LIBOR Loan or Bid Rate Loan pay, punctually on the due date specified in a notice thereof, any amount payable by the Borrower with respect to or on account of prepaymentany LIBOR Loan. Without limiting the effect of the foregoing, the amount to be paid by the Borrower to any Bank in order to so indemnify such compensation Bank for any loss occasioned by any of the events described in the preceding paragraph, and as liquidated damages therefor, shall include an amount be equal to the excess, discounted to its present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if anydate paid to such Bank, of (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paidreceived, prepaidrecovered, Converted or Continued (converted or not Converted, Continued or borrowed) for borrowed during the period from (the "Indemnity Period") commencing with the date of such paymentreceipt, prepaymentrecovery, Conversion or Continuation (conversion, or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, borrow to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) for such LIBOR Loan at the applicable rate of interest for the applicable to such LIBOR Loan (or Bid Rate Loan the rate of interest agreed to in the case of a failure to borrow) provided for herein, herein (prior to default) over (2ii) the amount of interest (as reasonably determined which would be earned by such Bank) based upon Bank during the interest Indemnity Period if it invested the principal amount so received, recovered, converted or not borrowed at the rate which such Bank would have bid in per annum approximately equal to LIBOR, as the London interbank market for Dollar depositscase may be, for amounts comparable on an amount approximately equal to such principal amount and maturities for a period of time comparable to such period. A determination of any Indemnity Period. (b) Any Bank requesting indemnification pursuant to this Section 4.1 shall deliver to Agent and to the Borrower a certificate as to the any additional amounts payable pursuant to this Section 4.1 setting forth the basis and method of determining such amounts. Such certificate shall be conclusive conclusive, absent manifest error, as to the determination by each Bank set forth therein if made reasonably and in good faith. The obligations Borrower shall pay to each Bank any 30 amounts so certified by such Bank within 10 days of Borrower under receipt of any such certificate. For purposes of this Section 4. 1, all references to the "Bank" shall survive be deemed to include any participant in this Agreement and/or the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationLoans.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative the Agent for the account of the applicable each Bank, upon within ten days after the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.06, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section 4.05 shall be conclusive absent manifest error. The obligations of error and shall be set forth in reasonable detail and provided to the Borrower under this Section shall survive together with the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationrequest for payment thereof.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative the Agent for the account of the applicable each Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of required prepayment, required conversion or acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on SECTION 2.04, 2.05, 2.06 OR 2.13, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid on the first day of such Interest Period in the London interbank market (if such Loan is a Eurodollar Loan) or other relevant market (if interest on such Loan is not based on the Eurodollar Rate) for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationInterest Period.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower The Borrowers shall pay to Administrative the Agent for the account of the applicable each Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by Borrower for any reason the Borrowers to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.4, 2.5 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.6, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.and

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any non-administrative, actual loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate LIBORTerm SOFR Loan made by such Bank, or any Conversion or Continuation of a LIBOR LIBORTerm SOFR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to a LIBORTerm SOFR Loan or Continue a LIBOR Loan, as the case may be, LIBORTerm SOFR Loan to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.13; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate LIBORTerm SOFR Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment2.13. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) margin for the period from after the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period). A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under No Bank shall make any request pursuant to this Section shall survive the repayment of all 3.05 unless such amounts due under to, and costs incurred by, such Bank are equal to or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationgreater than $100.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative Agent any Bank for the account of the applicable such Bank, upon within two days after the request demand of any such Bank through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case (on a date other than the last day maturity date with respect to BA Rate Loans, Fixed Rate Loans or LIBOR Loans) by the Borrower of an applicable Interest Period, any such Loans made by such Bank (whether by reason of acceleration the mandatory or voluntary prepayment provisions of this Agreement or otherwise;) or any failure by the Borrower to pay principal or interest on any such Loan made by such Bank when due or any conversion of any such Loan pursuant to Section 3.07 or Section 4.04 hereof; or (2b) any failure by the Borrower for to borrow or continue any reason to Convert a LIBOR Loan or a Base BA Rate Loan, Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, Loan to be Converted or Continued made by such Bank on the date specified therefor in the relevant notice under Section 2.14;this Agreement; or (3c) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR any BA Rate Loan, Fixed Rate Loan or Bid Rate LIBOR Loan on the date specified therefor in a the relevant notice of prepaymentunder Section 3.02. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (converted or not Converted, Continued or borrowed) borrowed for the period from and including the date of such payment, prepayment, Conversion payment or Continuation (conversion or failure to Convertborrow to, Continue but excluding the maturity date or borrow) to the last day Loan Maturity Date, as applicable, in the case of the then current applicable Interest Period BA Rate Loans, Fixed Rate Loans or LIBOR Loans (or, in the case of a failure to Convert, Continue or borrow, to but excluding the last day maturity date or the Loan Maturity Date, as applicable, in the case of the applicable Interest Period any other BA Rate Loans, Fixed Rate Loans or LIBOR Loans which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market (if such Loan is a LIBOR Loan) or, if relevant, such other applicable market (if such Loan is a BA Rate Loan or Fixed Rate Loan) for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section 4.05 shall be conclusive absent manifest error. The obligations of error provided that such determination is made on a reasonable basis and provided further that such Bank provides the Borrower under this Section shall survive the repayment of all amounts due under or in connection with any copies of the Loan Documents and the termination of the Loan Commitments calculations made by such Bank in respect of the period prior to making such terminationdetermination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative Agent for the account of the applicable Bank, -------------------- upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueBank, such amount or amounts as shall be sufficient (in the reasonable opinion of such the Bank) to compensate it for any loss, cost or expense which such the Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such the Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.4, 2.5 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.11, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (converted renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the a case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the he relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) with respect to a LIBOR Loan, the amount of interest (as reasonably determined by such the Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any the Bank as to the amounts payable pursuant to this Section 3.4 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueBank, such amount or amounts as shall be sufficient (in the reasonable opinion of such the Bank) to compensate it for any loss, cost or expense which such the Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such the Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.4, 2.5 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.11, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) with respect to a LIBOR Loan, the amount of interest (as reasonably determined by such the Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.the

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower The Borrowers shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) dueBank, such amount or amounts as shall be sufficient (in the reasonable opinion of such the Bank) to compensate it for any loss, cost or expense which such the Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by Borrower for any reason the Borrowers to Convert borrow, convert into or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such the Bank on the date specified therefor in the relevant notice under Section 2.4, 2.5 or 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on , as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) with respect to a LIBOR Loan, the amount of interest (as reasonably determined by such the Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination , and with respect to an Offered Loan, the rate determined by the Bank to be its marginal cost of any Bank as to funds for commonly available liabilities issued by it on the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations date of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the such Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.for a term

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR LIBORTerm SOFR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR LIBORTerm SOFR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2) any failure by Borrower for any reason to Convert a LIBOR LIBORTerm SOFR Loan or a Base Rate Loan or to Continue a LIBOR LIBORTerm SOFR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR LIBORTerm SOFR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR LIBORTerm SOFR Loan or Bid Rate Loan on the date specified in a notice of prepayment. ​ Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR LIBORTerm SOFR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay directly to Administrative Agent for a Lender, immediately upon request and notwithstanding contrary provisions contained in the account of Mortgage or other Loan Documents, such amounts as shall, in the applicable Bank, upon the request judgment of such Bank through Administrative Agent Lender (which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the conclusive so long as made on a reasonable opinion of such Bank) to basis), compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: incurred by it as a result of (1i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion portion of the rate of Principal Amount bearing interest on a Bid at the LIBO Based Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2ii) any failure by Borrower the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender's Note from the LIBO Based Rate to Convert the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a LIBOR Loan date other than the last day of an applicable Interest Period, (iii) the failure of all or a Base portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate Loan or pursuant to Continue a LIBOR Loan, as the case may be, LIBO Rate Request to be Converted made or Continued by such Bank on (iv) the date specified therefor in the relevant notice under Section 2.14; (3) any failure by of Borrower to borrow (borrow, continue or to qualify for convert in accordance with a borrowing of) a LIBOR Loan or Bid LIBO Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or Request submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoingit, such compensation which amounts shall include include, without limitation, an amount equal to the present value (using as the a discount rate an interest rate equal to the rate determined under at which interest is computed pursuant to clause (2y) below) of the excess, if any, of (1x) the amount of interest (less the Applicable Margin) which otherwise that would have accrued at the LIBO Based Rate on the principal amount so paid, prepaid, Converted or Continued (converted, not advanced or not Convertedborrowed, Continued continued or borrowed) converted, as the case may be, for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, occurrence to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2y) the amount of interest (as reasonably determined in good faith by such BankLender) based upon the interest rate which that such Bank Lender would have bid paid to Borrower (and other customers) on a Euro-Dollar deposit placed by such Lender with leading banks in the London interbank market for Dollar depositsan amount comparable to the amount so prepaid, converted, not advanced or not borrowed, continued or converted, as the case may be, for amounts comparable to such principal amount and maturities comparable to such period. A determination the period from the date of any Bank as occurrence to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any last day of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationapplicable Interest Period.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay (a) The Co-Borrowers hereby agree to Administrative Agent for indemnify the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for against any loss, cost loss or expense which such the Bank reasonably determines is attributable tomay sustain or incur as a consequence of any of the following: (1i) the receipt or recovery by the Bank, whether by voluntary prepayment, acceleration or otherwise, of all or any payment or prepayment part of a LIBOR Loan or Bid Rate Loan made by such Bankprior to the last day of an Interest Period applicable thereto; (ii) the conversion, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than prior to the last day of an applicable Interest Period, whether by reason of acceleration or otherwisea LIBOR Loan into a Prime Rate Loan; (2iii) any the failure by Borrower for the Co-Borrowers to borrow any reason LIBOR Loan, convert any Prime Rate Loan to Convert a LIBOR Loan or a Base Rate Loan or to Continue a continue any LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentborrowing, conversion or continuation by the Co-Borrowers pursuant to the provisions hereof; or (iv) the failure by the Co-Borrowers to pay, punctually on the due date thereof, any amount payable by the Co-Borrowers with respect to or on account of any LIBOR Loan. Without limiting the effect of the foregoing, such compensation the amount to be paid by the Co-Borrowers to the Bank in order to so indemnify the Bank for any loss occasioned by any of the events described in the preceding paragraph, and as liquidated damages therefor, shall include an amount be equal to the excess, discounted to its present value (using as of the discount rate an interest rate equal date paid to the rate determined under (2) below) of the excess, if anyBank, of (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paidreceived, prepaidrecovered, Converted or Continued (converted or not Converted, Continued or borrowed) for borrowed during the period from (the "Indemnity Period") commencing with the date of such paymentreceipt, prepaymentrecovery, Conversion or Continuation (conversion, or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, borrow to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) for such LIBOR Loan at the applicable rate of interest for the applicable to such LIBOR Loan (or Bid Rate Loan the rate of interest agreed to in the case of a failure to borrow) provided for herein, herein (prior to default) over (2ii) the amount of interest (which would be earned by the Bank during the Indemnity Period if it invested the principal amount so received, recovered, converted or not borrowed at the rate per annum approximately equal to LIBOR, as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar depositscase may be, for amounts comparable on an amount approximately equal to such principal amount and maturities for a period of time comparable to such period. Indemnity Period. (b) A determination of any Bank certificate as to the any additional amounts payable pursuant to this Section 4.1 setting forth the basis and method of determining such amounts shall be conclusive conclusive, absent manifest error, as to the determination by the Bank set forth therein if made reasonably and in good faith. The obligations Co-Borrowers shall pay to the Bank any amounts so certified by the Bank within 10 days of Borrower under receipt of any such certificate. For purposes of this Section 4.1, all references to the "Bank" shall survive be deemed to include any participant in this Agreement and/or the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationLoans.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower shall pay to the Administrative Agent for the account of the applicable each Bank, upon the request of such Bank through the Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR LIBO Rate Loan or Bid a Set Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of a mandatory reduction of the Commitments, acceleration or otherwise;); or (2b) any failure by the Borrower for any reason to Convert borrow, convert into or renew a LIBOR LIBO Rate Loan or a Base Set Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (2.4, 2.5 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.6, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion renewal, or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) with respect to a LIBO Rate Loan, the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, deposits in the relevant currencies of leading banks for amounts comparable to such principal amount and maturities comparable to such period, and with respect to a Set Rate Loan, the rate determined by such Bank to be its marginal cost of funds for commonly available liabilities issued by it on the date of such Loan for a term comparable to such Interest Period. A determination of any Bank as to the amounts payable pursuant to this Section 3.5 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower The Borrowers shall pay to Administrative the Agent for the account of the applicable Bankeach Lender, upon the request of such Bank Lender through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or expense which such Bank reasonably Lender determines is attributable to: (1a) any payment or prepayment conversion of a LIBOR Loan or Bid Rate Eurodollar Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Borrowers on a date other than the last day of an applicable a Eurodollar Interest PeriodPeriod or the Maturity Date, respectively, for such Loan (whether by reason of acceleration or otherwise); (2b) any failure by Borrower for the Borrowers to borrow any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued made by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (SECTION 2.11 or to qualify for convert any Loan to a borrowing of) a LIBOR Eurodollar Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay continue a LIBOR Loan or Bid Rate Eurodollar Loan on the date specified therefor in a the relevant notice under SECTION 2.11; or (c) the failure to make any prepayment of prepaymentany Eurodollar Loan on the date specified therefor in the relevant notice under SECTION 2.11. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted paid or Continued converted (in the case of clause (a) above) or not Convertedborrowed, Continued converted or borrowedcontinued (in the case of clause (b) above) or not prepaid (in the case of clause (c) above), for the period from and including the date of such payment, prepayment, Conversion or Continuation (payment or failure to Convert, Continue or borrow) to but excluding the last day of the then current applicable Eurodollar Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert, continue or prepay, to but excluding the last day of the applicable Eurodollar Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, herein over (2ii) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section SECTION 3.05 shall be conclusive conclusive, absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, The Borrower and each respective Subsidiary Co-Borrower (as applicable) shall pay to the Administrative Agent for the account of the applicable each Bank, upon the request of such Bank through the Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1a) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Fixed Rate Loan to the Borrower and/or such Subsidiary Co-Borrower made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Bank on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2b) any failure by the Borrower for any reason and/or such Subsidiary Co-Borrower to Convert borrow, convert into, prepay or renew a LIBOR Loan or a Base Fixed Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into, prepaid or Continued renewed by such Bank on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (Sections 2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.06, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted, prepaid or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert, prepay or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Loan (or, in the case of a failure to Convert, Continue or borrow, convert, prepay or renew, to but excluding the last day of the applicable Interest Period for such Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate such Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market (if such Loan is a Fixed Rate Loan) for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section 4.05 shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to ; provided that such terminationdetermination is made on a reasonable basis.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent Agent, (which request includes shall include a calculation of the amount(s) due, ) such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense actually incurred which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.13; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 2.13 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationso long as made on a reasonable basis.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent Agent, (which request includes shall include a calculation of the amount(s) due, ) such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert or Continue a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;2.13; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 2.13 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationso long as made on a reasonable basis.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to: (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise;; or (2) any failure by Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such Bank on the date specified therefor in the relevant notice under Section 2.14;; or (3) any failure by Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of (1) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted or Continued (or not Converted, Continued or borrowed) for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the amount of interest (as reasonably determined by such Bank) based upon the interest rate which such Bank would have bid in the London interbank market for Dollar deposits, for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.

Certain Compensation. Other than in connection with a Conversion of an Affected Loan, Borrower shall pay directly to Administrative Agent for a Lender, immediately upon request and notwithstanding contrary provisions contained in the account of Mortgage or other Loan Documents, such amounts as shall, in the applicable Bank, upon the request judgment of such Bank through Administrative Agent Lender (which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the conclusive so long as made on a reasonable opinion of such Bank) to basis and absent manifest error), compensate it for any out-of-pocket loss, cost or expense which such Bank reasonably determines is attributable to: incurred by it as a result of (1i) any failure by Borrower to make a borrowing of, conversion into or continuation of a LIBOR Loan after Borrower has given a notice requesting the same in accordance with this Agreement, (ii) any failure by Borrower to make any prepayment after Borrower has given notice thereof in accordance with the provisions of this Agreement (subject to Section 2.17), (iii) the making of any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of a any LIBOR Loan or Bid Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case on a date other than the last day of an applicable Interest Period, whether by reason of acceleration or otherwise; (2iv) any failure by Borrower the conversion (for any reason to Convert whatsoever, whether voluntary or involuntary) of a LIBOR Loan or to a Base Rate Loan on a date other than the last day of an applicable Interest Period, or to Continue a LIBOR Loan, as (v) the case may be, to be Converted early termination of any swap or Continued by such Bank on other interest rate hedging arrangements. In the date specified therefor in the relevant notice under Section 2.14; cases of clauses (3i) any failure by Borrower to borrow through (or to qualify for a borrowing ofiv) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepayment. Without limiting the foregoingabove, such compensation amounts shall include include, without limitation, an amount equal to the present value (using as the a discount rate an interest rate equal to the rate determined under at which interest is computed pursuant to clause (2y) below) of the excess, if any, of (1x) the amount of interest (less the Applicable Margin) which otherwise that would have accrued on the principal amount so paid, prepaid, Converted or Continued (converted, not borrowed, not continued, not converted or not Convertedprepaid, Continued or borrowed) as the case may be, for the period from the date of such payment, prepayment, Conversion or Continuation (or failure to Convert, Continue or borrow) to the last day of the then current applicable Interest Period (or, in the case of a failure to Convert, Continue or borrow, occurrence to the last day of the applicable Interest Period which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest provided for herein (excluding, however, the LIBOR Loan or Bid Rate Loan provided for herein, Margin) over (2y) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank that would have bid accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market for Dollar depositsmarket. In the case of clause (v) above, for such amounts comparable shall include, without limitation, any out-of-pocket loss, cost or expense arising from the re-employment of funds obtained by the affected Lender, from fees payable to terminate the deposits from which such principal amount and maturities comparable to such period. A determination of funds were obtained or from reversing any Bank as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under swap or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such terminationother interest rate hedging arrangements.

Certain Compensation. Other than in connection with a Conversion of an Affected LoanSubject to each Lender's reasonable efforts to mitigate such losses, Borrower costs and expenses, the Borrowers shall jointly and severally pay to Administrative the Agent for the account of the applicable Bankeach Lender, upon the request of such Bank Lender through Administrative Agent which request includes a calculation of the amount(s) dueAgent, such amount or amounts as shall be sufficient (in the reasonable opinion of such BankLender) to compensate it for any loss, cost or reasonable expense which such Bank reasonably Lender determines is attributable to: (1) any payment payment, prepayment, conversion or prepayment renewal of a LIBOR Loan or Bid Libor Rate Loan made by such Bank, or any Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate Loan) made by such Bank, in any such case Lender on a date other than the last day of an applicable Interest Period, Period for such Loan (whether by reason of acceleration or otherwise;); or (2) any failure by Borrower for any reason the Borrowers to Convert borrow, convert into or renew a LIBOR Loan or a Base Libor Rate Loan or to Continue a LIBOR Loan, as the case may be, to be Converted made, converted into or Continued renewed by such Bank Lender on the date specified therefor in the relevant notice under Section 2.14; (3) any failure by Borrower to borrow (Sections 2.04, 2.05 or to qualify for a borrowing of) a LIBOR Loan or Bid Rate Loan which would otherwise be made hereunder on 2.07, as the date specified in the relevant Election notice under Section 2.14 or Bid Rate Quote acceptance under Section 2.02(e) given or submitted by Borrower; or (4) any failure by Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a notice of prepaymentcase may be. Without limiting the foregoing, such compensation shall include an amount equal to the present value (using as the discount rate an interest rate equal to the rate determined under (2) below) of the excess, if any, of of: (1i) the amount of interest (less the Applicable Margin) which otherwise would have accrued on the principal amount so paid, prepaid, Converted converted or Continued (renewed or not Convertedborrowed, Continued converted or borrowed) renewed for the period from and including the date of such payment, prepayment, Conversion prepayment or Continuation (conversion or failure to Convertborrow, Continue convert or borrow) renew to but excluding the last day of the then current applicable Interest Period for such Libor Rate Loan (or, in the case of a failure to Convert, Continue or borrow, convert or renew, to but excluding the last day of the applicable Interest Period for such Libor Rate Loan which would have commenced on the date specified therefor in the relevant notice) at the applicable rate of interest for the LIBOR Loan or Bid such Libor Rate Loan provided for herein, ; over (2ii) the amount of interest (as reasonably determined by such BankLender) based upon the interest rate which such Bank Lender would have bid in the London interbank market for Dollar deposits, deposits for amounts comparable to such principal amount and maturities comparable to such period. A determination of any Bank Lender as to the amounts payable pursuant to this Section 4.05 shall be conclusive absent manifest demonstrable error. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such termination.