Common use of Compensation for Breakage or Non-Commencement of Interest Periods Clause in Contracts

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers, or (iv) as a consequence of any other default by the Borrowers in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

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

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

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such fundsfunds but excluding any loss of anticipated profits) which that Lender may sustainhas actually sustained: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicabletherefor, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationtherefor, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice Notice of prepayment Prepayment given by the Borrowers, Company or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including including, without limitation, any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment reemployment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including without limitation any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth in reasonable detail the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that LenderLender or any rescinded borrowing under subsection 2.6B or 2.6C) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i2.4B(i)(a)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers shall compensate each Lender, upon written request by that such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including including, without limitation, any interest paid by that such Lender to the lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any actual loss, expense or liability sustained by that such Lender in connection with the liquidation or re-employment of such funds, but specifically excluding from the determination of any such loss, expense or liability, the Applicable Eurodollar Rate Margin) which that such Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan from such Lender does not occur on a date specified therefor in a Borrowing Notice Disbursement Authorization or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)2.6B or assignment pursuant to subsection 2.10 or 9.5B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans Loan is not made on any date specified in a notice of prepayment given by the Borrowers, Borrowers or (iv) as a consequence of any other default by the Borrowers in the repayment of its any Eurodollar Rate Loans when required by the terms of this Agreement.

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

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i2.4A(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Eurodollar Rate Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

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

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including including, without limitation, any interest paid by that Lender to the lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)2.4B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i2.4A(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers, or (iv) as a consequence of any other default by the Borrowers in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender or such Lender's becoming an Affected Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a the date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuationpursuant to this Agreement, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)2.4B(i)(a) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

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

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

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that such Lender to lenders Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that such Lender in connection with the liquidation or re-re employment of such fundsfunds but excluding loss of anticipated profits) which that such Lender may sustain: (i) if for any reason (other than a default by that such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Funding Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation, ; (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment of, or any conversion of of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, ; (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence any prepayment of any other default by the Borrowers in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreementis made on less than three Business Days’ notice pursuant to Section 2.13(a)(iii)(2) .

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

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

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a telephonic request for borrowing, as applicableLoan/Letter of Credit Request, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationContinuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)Section 2.5.B) or other principal payment or any conversion of any ------------- of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower, or (iv) as a consequence of any other default by the Borrowers Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers shall compensate each Lender, upon written request by that such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by that such Lender to lenders Lenders of funds borrowed by it to make or carry its Eurodollar LIBOR Rate Loans and any loss, expense or liability sustained by that such Lender in connection with the liquidation or re-re employment of such fundsfunds but excluding loss of anticipated profits) which that such Lender may sustain: (i) if for any reason (other than a default by that such Lender) a borrowing of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in a Borrowing Funding Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar LIBOR Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation, ; (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)Preliminary IP Event Prepayment) or other principal payment of, or any conversion of of, any of its Eurodollar LIBOR Rate Loans occurs on a date prior to any day other than the last day of an Interest Period applicable to that LoanLoan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its Eurodollar LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers, or (iv) as a consequence of any other default by the Borrowers in the repayment of its Eurodollar Rate Loans when required by the terms of this AgreementAdministrative Borrower.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other 49 50 default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth in reasonable detail the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or by virtue of the replacement of any Lender pursuant to subsection 2.8B or 10.6B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including including, without limitation, any interest paid by that Lender to lenders the Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any actual loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)2.4B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)2.4) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower, or (iv) as a consequence of any other default by the Borrowers Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)Section 2.4(c) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers, or (iv) as a consequence of any other default by the Borrowers in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Revolving Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender or because such Lender is an Affected Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicabletherefor, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationtherefor, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice Notice of prepayment Prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-re- employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender or events described in 2.6C above with respect to such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice of Borrowing or a Notice of Continuance, as applicable, or a telephonic request for borrowing, or a conversion to or continuationcontinuation of any Eurodollar Rate Loan does not occur on the date specified therefor, (ii) if any prepayment or conversion of any of its Eurodollar Rate Loans occurs on a date that is not the last day of an Interest Period applicable to that Loan, (iii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made by the Borrower on any date specified in a notice of prepayment given by the Borrowers, Borrower or (iv) as a consequence of any other default by the Borrowers Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Borrower shall compensate each Lenderthe Administrative Agent, upon written request by that any Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that such Lender to the lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any actual loss, expense or liability sustained by that such Lender in connection with the liquidation or re-employment of such funds, but excluding any loss of anticipated profits) which that such Lender may sustain: (i) if for any reason (other than a default by that such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a telephonic request for borrowing, as applicableof Borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationContinuation, (ii) if any prepayment payment (including any prepayment pursuant to subsection 2.4B(i)Section 2.4A(iv) or other principal payment assignment pursuant to Section 2.8 or any Section 10.5B) or conversion of any of its Eurodollar Rate Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower, or (iv) as a consequence of any other default by the Borrowers Borrower in the repayment of its their Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including including, without limitation, any interest paid by that Lender to lenders the Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any actual loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)2.4B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Term Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Borrower shall compensate each Lenderthe Administrative Agent, upon written request by that any Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that such Lender to the lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any actual loss, expense or liability sustained by that such Lender in connection with the liquidation or re-employment of such funds, but excluding any loss of anticipated profits) which that such Lender may sustain: (i) if for any reason (other than a default by that such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a telephonic request for borrowing, as applicableof Borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationContinuation, (ii) if any prepayment payment (including any prepayment pursuant to subsection 2.4B(i)Section 2.4A(iv) or other principal payment assignment pursuant to Section 2.8 or any Section 10.5B) or conversion of any of its Eurodollar Rate Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower, or (iv) as a consequence of any other default by the Borrowers Borrower in the repayment of its any Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including including, without limitation, any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)2.4B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to that is not the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Borrower shall compensate each Lender, upon written request by that such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses expenses, and liabilities (including including, without limitation, any interest paid by that such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense expense, or liability sustained by that such Lender in connection with the liquidation or re-employment reemployment of such funds) which that such Lender may sustain: (i) if for any reason (other than a default by that such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Notice of Conversion/ Continuation Notice or a telephonic request for conversion or continuation, continuation (unless such borrowing or conversion does not occur by reason of the inability to determine the applicable interest rate as provided in Section 2.7(b) and the illegality or impracticability to make Eurodollar Rate Loans as provided in Section 2.7(c)); (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that such Committed Loan, ; (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers, Borrower; or (iv) as a consequence of any other default by the Borrowers Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including including, without limitation, any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower, or (iv) as a consequence of any other default by the Borrowers Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability (exclusive of any expected profit on such Loans) sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that LenderLender or a failure to make any Loan under subsection 2.6C above) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i2.4A(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this subsection 2.6D, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Borrower shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losseslosses (not including lost profits), expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a telephonic request for borrowing, as applicableLoan/Letter of Credit Request, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationContinuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)Section 2.5.B) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersBorrower, or (iv) as a consequence of any other default by the Borrowers Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Revolving Borrowing Notice or a telephonic request for borrowing, as applicabletherefor, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationtherefor, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by on a date prior to the terms of this Agreement.last day

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, promptly upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: : (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicabletherefor, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationtherefor, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice Notice of prepayment Prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.. Ruths_Second Amended and Restated Credit Agreement (2)

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts)pursuant to subsection 2.8, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment reemployment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing Notice or a telephonic request for borrowing, as applicabletherefor, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationtherefor, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or conversion occasioned by the circumstances described in subsection 2.6C) occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice Notice of prepayment Prepayment given by the BorrowersCompany, or (iv) as a consequence of any other default by the Borrowers Company in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers shall compensate each Lender, upon written request by that Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a telephonic request for borrowing, as applicableLoan/Letter of Credit Request, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation Notice or a telephonic request for conversion or continuationContinuation, (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)Section 2.5.B) or other principal payment or any conversion of any ------------- of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowersapplicable Borrower, or (iv) as a consequence of any other default by the Borrowers any Borrower in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreement.

Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers Company shall compensate each Lender, upon written request by that such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by that such Lender to lenders Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by that such Lender in connection with the liquidation or re-re employment of such fundsfunds but excluding loss of anticipated profits) which that such Lender may sustain: (i) if for any reason (other than a default by that such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Funding Notice or a telephonic request for borrowing, as applicable, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation, ; (ii) if any prepayment (including any prepayment pursuant to subsection 2.4B(i)) or other principal payment of, or any conversion of of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan, ; (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the BorrowersCompany, or (iv) as a consequence any prepayment of any other default by the Borrowers in the repayment of its Eurodollar Rate Loans when required by the terms of this Agreementis made on less than three Business Days’ notice pursuant to Section 2.13(a)(iii)(2).