Compensation for Losses. In the event of # the payment or prepayment of any principal of any SOFR Loan, CDOR Loans, or Eurocurrency Rate Loans other than on the last day of the Interest Period applicable thereto whether voluntary, mandatory, automatic, by reason of acceleration (including as a result of an Event of Default), # the conversion of any SOFR Loan, CDOR Loans, or Eurocurrency Rate Loans other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), # the failure to borrow, convert, continue or prepay any SOFR Loan, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate Loans on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked hereunder and is revoked in accordance therewith), or # the assignment of any SOFR Loan, CDOR Loans, or Eurocurrency Rate Loans other than on the last day of the Interest Period applicable thereto or maturity date applicable thereto as a result of a request by the Borrower, then, in any such event, the Borrower shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

SECTION #Break Funding Payments. In the event of the payment of any principal of any EurodollarTerm SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), # the conversion of any EurodollarTerm SOFR Loan other than on the last day of the Interest Period applicable thereto, # the failure to borrow, convert, continue or prepay any EurodollarTerm SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under [Section 2.09(d)] and is revoked in accordance therewith), or # the assignment of any EurodollarTerm SOFR Loan other than on the last day of thean Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (which shall not include any loss of margin or Applicable Rate). In the case of a EurodollarTerm SOFR Loan, such loss, cost or expense to any Lender shall include an amount determined by such Lender to be the excess, if any, of # the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO RateTerm SOFR that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over # the amount of interest (as reasonably determined by such Lender) which accrued on such principal amount for such period at the interest rate which such Lender bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the eurodollar marketapplicable market arising from the liquidation or redeployment of funds or from any fees payable. A certificate of any Lender setting forth, in reasonable detail, any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Section # Break Funding Payments. In the event of # the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to [Section 2.10]), # the conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto, # the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under [Section 2.10(b)] and is revoked in accordance therewith) or # the assignment of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to [Section 2.19 or 9.02(d)])], then, in any such event, the Company shall compensate each Lender for the loss (excluding loss of margin), cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of # the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at Adjusted Term SOFR that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over # the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the applicable offshore market for such currency, whether or not such Term SOFR Loan was in fact so funded; provided, however, that the Company shall not be required to compensate any Lender for any costs of terminating or liquidating any hedge or trading position (including any rate swap, basis swap, forward rate transaction, interest rate option, cap, collar or floor transaction, or any similar transaction). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and the calculation of such amount or amounts in reasonable detail shall be delivered to the Company and shall be conclusive absent clearly demonstrable error. The Company shall pay such Lender the amount shown as due on any such certificate free of clearly demonstrable error within 10 days after receipt thereof.

SECTION # Break Funding Payments. In the event of # the payment of any principal of any SOFR Loan or Eurocurrency Loan other than on the last day of an Interest Period therefor (including as a result of an Event of Default), # the conversion of any SOFR Loan or Eurocurrency Loan other than on the last day of an Interest Period therefor, # the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under [Section 2.10(e)] and is revoked in accordance herewith), or # the assignment as a result of a request by the Borrower pursuant to Section 2.18(b) of any SOFR Loan or Eurocurrency Loan other than on the last day of an Interest Period therefor, then, in any such event, the Borrower shall compensate each affected Lender for the loss, cost and expense attributable to such event (excluding in any event, loss of anticipated profits). In the case of a SOFR Loan or Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of:

SECTION # Funding Indemnity. In the event of # the payment of any principal of a SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), # the conversion or continuation of a SOFR Loan other than on the last day of the Interest Period applicable thereto, or # the failure by the Borrower to borrow, prepay, convert or continue any SOFR Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate the Bank, within five (5) Domestic Business Days after written demand from the Bank, for any loss, cost or expense attributable to such event. In the case of a SOFR Loan, such loss, cost or expense shall be deemed to include an amount determined by the Bank to be the excess, if any, of # the amount of interest that would have accrued on the principal amount of such SOFR Loan if such event had not occurred at Term SOFR applicable to such SOFR Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such SOFR Loan) over # the amount of interest that would accrue on the principal amount of such SOFR Loan for the same period if Term SOFR were set on the date such SOFR Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such SOFR Loan. A certificate as to any additional amount payable under this Section submitted to the Borrower by the Bank shall be conclusive, absent manifest error.

SECTION # Break Funding Payments. In the event of # the payment of any principal of any Term SOFR Revolving Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), # the conversion of any Term SOFR Revolving Loan other than on the last day of the Interest Period applicable thereto, # the failure to borrow, convert or continue any Term SOFR Revolving Loan on the date specified in any notice delivered pursuant hereto (other than any notice deemed ineffective as contemplated under [Section 2.13] and other than any failure to borrow as a result of a failure to make a Loan by any Lender as required hereunder), # the failure to prepay any Term SOFR Revolving Loan on a date specified therefor in any notice of prepayment given by the Borrower (whether or not such notice may be revoked in accordance with the terms hereof) or # the assignment of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to [Section 2.18(b)] (other than in reliance on clause (iii) thereof), then, in any such event, the Borrower shall compensate each Lender for the actual loss, cost and expense attributable to such event in accordance with this Section. In no event shall such loss, cost or expense include the loss of anticipated profits or loss of any interest rate floor or any administrative, processing or similar fees. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section (which shall set forth the basis for requesting and the method of calculating such compensation) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any loss, cost or expense shown on such certificate incurred or suffered more than 30 days prior to the date that such Lender delivers such certificate to the Borrower.

any assignment of a Eurodollar Rateany SOFR Loan on a day other than on the last day of the Interest Period thereforapplicable thereto or maturity date applicable thereto as a result of a request by the Borrowers pursuant to Section 10.13;3.06(b), then, in any such event, the Borrowers shall compensate each Lender forincluding any loss or, cost and expense (but not including loss of anticipated profits) and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtainedredeployment of funds. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Partnership and shall be conclusive absent manifest error.

SECTION # Break Funding Payments. In the event of # the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to [Section 2.11]), # the conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto, # the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under [Section 2.10] and is revoked in accordance therewith) or # the assignment of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to [Section 2.19], then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this [Section 2.16] shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

3.3Compensation. The Borrower will compensate each Lender upon demand for all losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds) that such Lender may incur or sustain # if for any reason (other than a default by such Lender) an Advance or continuation of, or conversion into, a SOFR Advance does not occur on a date specified therefor in a Borrowing Notice or Conversion/Continuation Notice, # if any repayment, prepayment or conversion of any SOFR Advance occurs on a date other than the last day of an Interest Period applicable thereto (including as a consequence of any assignment made pursuant to [Section 2.19] or any acceleration of the maturity of the Loans pursuant to [Section 8.1]), # if any prepayment of any SOFR Advance is not made on any date specified in a notice of prepayment given by the Borrower or # as a consequence of any other failure by the Borrower to make any payments with respect to any SOFR Advance when due hereunder. A certificate (which shall be in reasonable detail) showing the bases for the determinations set forth in this [Section 3.3] by any Lender as to any additional amounts payable pursuant to this [Section 3.3] shall be submitted by such Lender to the Borrower either directly or through the Administrative Agent. Determinations set forth in any such certificate made in good faith for purposes of this [Section 3.3] of any such losses, costs, expenses or liabilities shall be conclusive absent manifest error.

SECTION # Break Funding Payments. In the event of # the payment of any principal of any SOFR Borrowing bearing interest based upon Adjusted Term SOFR other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), # the conversion of any SOFR Borrowing other than on the last day of the Interest Period applicable thereto, or # the failure to convert, continue or prepay any Borrowing on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under [Section 2.08(b)]), then, in any such event, Borrower shall compensate Lender for its out-of-pocket loss, cost and expense attributable to such event. In the case of a SOFR Borrowing bearing interest based upon Adjusted Term SOFR, such loss, cost or expense to Lender shall be deemed to include an amount determined by Lender to be the excess, if any, of # the amount of interest which would have accrued on the principal amount of such Borrowing had such event not occurred, at Adjusted Term SOFR that would have been applicable to such Borrowing, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Borrowing), over # the amount of interest which would accrue on such principal amount for such period at the interest rate which Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the SOFR market. A certificate of Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to this [Section 2.13] shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.‎