Breakage Fee. Upon # any default by Borrower in making any borrowing of, conversion into or continuation of any SOFR Loan following Borrower’s delivery to Agent of any applicable Request for Advance, # the assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by Borrower to [Section 11.10] or # any payment of a SOFR Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such

LIBOR Breakage Fee. Upon # any default by Borrower in making any borrowing of, conversion into or continuation of any LIBOR Loan following Borrower’s delivery to Agent of any applicable Request for Advance, # the assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by Borrower to [Section 11.10] or # any payment of a LIBOR Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrower shall promptly pay Agent, for the ratable distribution to the Lenders, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds) that Lenders, or any Lender, may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this [Subsection 2.10(c)], Lenders shall be deemed to have actually funded the relevant LIBOR Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that Lenders may fund each of their LIBOR Loans in any manner they see fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this [subsection 2.10(c)].

LIBOR Breakage Fee. Upon # any default by Borrower in making any borrowing of, conversion into or continuation of any LIBOR Loan following Borrower’s delivery to Agent of any applicable Request for Advance, or (ii(ii) the assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by Borrower to [Section 11.10] or # any payment of a LIBOR Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrower shall promptly pay Agent, for the ratable distribution to the Lenders, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds) that Lenders, or any Lender, may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this [Subsection 2.10(c)], Lenders shall be deemed to have actually funded the relevant LIBOR Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that Lenders may fund each of their LIBOR Loans in any manner they see fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this [subsection 2.10(c)].

Breakage. The Borrower agrees to indemnify Bank and to hold Bank harmless from and to pay Bank on demand the amount of any liability, loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained (including reasonable fees and expenses of outside counsel) which Bank may sustain or incur as a consequence of # default by the Borrower in payment when due of the principal amount of or interest on any LIBOR Rate Advance, # default by the Borrower in making a borrowing of, conversion into or continuation of LIBOR Rate Advances after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, # default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or # the making by the Borrower of a prepayment or conversion of LIBOR Rate Advances on a day which is not the last day of an Interest Period with respect thereto (including any prepayment required as a result of acceleration of the Loans). Bank’s certificate as to such liability, loss or expense shall be deemed conclusive, absent manifest error. This covenant shall survive the termination of this Agreement, the expiration of the Revolving Loan Commitment and the payment of all amounts payable hereunder.

Breakage and Other Compensation. Any prepayment made pursuant to this Section 2.13 shall be accompanied by any amounts payable in respect thereof under Section 2.11(h[[SunTrustTruist Bank:Organization]] and/or Section 3.04, as applicable.

Waiver of Breakage Costs. Inasmuch as the Term Loan is outstanding under the Credit Agreement immediately prior to the First Amendment Effective Date, the Borrower must make prepayments and adjustments on such Loan as are necessary to give effect to the Term Loan of the Lenders set forth on [Schedule 2.01] attached hereto. The Borrower, in consultation with the Administrative Agent, has endeavored to manage the allocation of the Term Loan and the selection of Interest Periods with respect to outstanding Eurocurrency Rate Loans in such a manner as to minimize breakage costs. Nonetheless, such prepayments of such Loans under the Credit Agreement likely will cause breakage costs. Notwithstanding the provisions of [Section 3.05] of the Credit Agreement, each of the Lenders party hereto hereby waives its right to receive compensation or reimbursement for such breakage costs # in connection with the reallocation of the Term Loan on the First Amendment Effective Date and # in connection with any resetting of the Interest Period for the Term Loan outstanding as of the First Amendment Effective Date.

pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non‑Usage Fee;

pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non‑Usage Fee;

pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non‑Usage Fee;

pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non‑Usage Fee;