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.

Compensation for Losses.SECTION #Break Funding Payments. In the event of # the payment or prepayment of any principal of any EurodollarTerm SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansLoan 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 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, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate LoansLoan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked hereunderunder [Section 2.09(d)] and is revoked in accordance therewith), or # the assignment of any EurodollarTerm SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansLoan other than on the last day of thethean Interest Period applicable thereto or maturity date applicable thereto as a result of a request by the Borrower,Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for anythe loss, cost and expense attributable to such event, includingevent (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.funds or from any fees payable. A certificate of any Lender setting forthforth, 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.

Compensation for Losses.Section # Break Funding Payments. In the event of # the payment or prepayment of any principal of any Term SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansLoan 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)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, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate LoansLoan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked hereunderunder [Section 2.10(b)] and is revoked in accordance therewith), or # the assignment of any Term SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansLoan 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,Company pursuant to [Section 2.19 or 9.02(d)])], then, in any such event, the BorrowerCompany shall compensate each Lender for any loss,the loss (excluding loss of margin), cost and expense attributable to such event, including anyevent. Such loss, cost or expense arisingto 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 liquidationdate 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 redeploymentcontinue, for the period that would have been the Interest Period for such Loan), over # the amount of funds.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 BorrowerCompany and shall be conclusive absent manifestclearly demonstrable error. The BorrowerCompany shall pay such Lender the amount shown as due on any such certificate free of clearly demonstrable error within ten (10)10 days after receipt thereof.

Compensation for Losses.SECTION # Break Funding Payments. In the event of # the payment or prepayment of any principal of any SOFR Loan, CDOR Loans,Loan or Eurocurrency Rate LoansLoan other than on the last day of thean Interest Period applicable thereto whether voluntary, mandatory, automatic, by reason of accelerationtherefor (including as a result of an Event of Default), # the conversion of any SOFR Loan, CDOR Loans,Loan or Eurocurrency Rate LoansLoan other than on the last day of thean Interest Period applicable thereto (including as a result of an Event of Default),therefor, # the failure to borrow, convert, continue or prepay any SOFR Loan, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate LoansLoan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice mayis permitted to be revoked hereunderrevocable under [Section 2.10(e)] and is revoked in accordance therewith)herewith), 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,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 anythe loss, cost and expense attributable to such event (excluding in any event, including any loss, costloss of anticipated profits). In the case of a SOFR Loan or expense arising fromEurocurrency Loan, the liquidation or redeployment of funds. A certificate ofloss to any Lender setting forthattributable to any such event shall be deemed to include an amount or amounts thatdetermined by such Lender is entitled to receive pursuant to this Section shall be deliveredequal 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.excess, if any, of:

Compensation for Losses.SECTION # Funding Indemnity. In the event of # the payment or prepayment of any principal of anya 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 LoansLoan 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, continueconversion or prepay anycontinuation of a 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 LoansLoan other than on the last day of the Interest Period applicable theretothereto, or maturity date applicable thereto as a result of a request# the failure by the Borrower,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 each Lenderthe Bank, within five (5) Domestic Business Days after written demand from the Bank, for any loss, cost and expense attributable to such event, including any loss, cost or expense arisingattributable 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 liquidationdate 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 redeploymentcontinue, for the period that would have been the Interest Period for such SOFR Loan) over # the amount of funds.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 ofas to any Lender setting forth anyadditional amount or amounts that such Lender is entitled to receive pursuant topayable under this Section shall be deliveredsubmitted to the Borrower andby the Bank shall be conclusiveconclusive, 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.

Compensation for Losses.SECTION # Break Funding Payments. In the event of # the payment or prepayment of any principal of any Term SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansRevolving Loan 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 conversion of any Term SOFR Revolving Loan other than on the last day of the Interest Period applicable thereto, # the failure to borrow, convert,convert or continue or prepay any Term SOFR Loan, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate LoansRevolving Loan on the date specified in any notice delivered pursuant hereto (regardless(other than any notice deemed ineffective as contemplated under [Section 2.13] and other than any failure to borrow as a result of whethera 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 hereunder and is revoked in accordance therewith),with the terms hereof) or # the assignment of any Term SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansLoan 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,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 anythe actual loss, cost and expense attributable to such event, including anyevent in accordance with this Section. In no event shall such loss, cost or expense arising frominclude the liquidationloss of anticipated profits or redeploymentloss of funds.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 ten (10)30 days after receipt thereof.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.

Compensation for Losses. In the eventany assignment of # the payment or prepayment of any principal of anya Eurodollar Rateany SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansLoan on a day 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 applicablethereforapplicable thereto or maturity date applicable thereto as a result of a request by the Borrower,Borrowers pursuant to Section 10.13;3.06(b), then, in any such event, the BorrowerBorrowers shall compensate each Lender forforincluding any loss,loss or, cost and expense attributable to such event,(but not including loss of anticipated profits) and any loss, costloss or expense arising from the liquidation or redeploymentreemployment 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 BorrowerPartnership 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.

Compensation for Losses.SECTION # Break Funding Payments. In the event of # the payment or prepayment of any principal of any Term SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansLoan 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)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, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate LoansLoan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked hereunderunder [Section 2.10] and is revoked in accordance therewith), or # the assignment of any Term SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansLoan 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,Borrower pursuant to [Section 2.19], then, in any such event, the Borrower shall compensate each Lender for anythe loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds.event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section[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.

Compensation3.3Compensation. The Borrower will compensate each Lender upon demand for Losses. Inall losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the eventliquidation or reemployment of deposits or other funds) that such Lender may incur or sustain # the paymentif 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 of any principalor conversion of any SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansAdvance occurs on a date 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 resultconsequence of an Eventany assignment made pursuant to [Section 2.19] or any acceleration of Default)the maturity of the Loans pursuant to [Section 8.1]), # the failure to borrow, convert, continue or prepayif any prepayment of any SOFR Loan, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate LoansAdvance is not made on theany date specified in anya notice delivered pursuant hereto (regardless of whether such notice may be revoked hereunder and is revoked in accordance therewith),prepayment given by the Borrower or # the assignmentas a consequence 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 requestfailure by the Borrower, then,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 event, the Borrower shall compensate each Lendercertificate made in good faith for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeploymentpurposes of funds. A certificatethis [Section 3.3] of any Lender setting forth any amountsuch losses, costs, expenses or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower andliabilities 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.

Compensation for Losses.SECTION # Break Funding Payments. In the event of # the payment or prepayment of any principal of any SOFR Loan, CDOR Loans, or Eurocurrency Rate LoansBorrowing bearing interest based upon Adjusted Term SOFR other than on the last day of thean 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 LoansBorrowing other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default),thereto, or # the failure to borrow, convert, continue or prepay any SOFR Loan, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate LoansBorrowing 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)under [Section 2.08(b)]), 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 anyits out-of-pocket loss, cost and expense attributable to such event, including anyevent. In the case of a SOFR Borrowing bearing interest based upon Adjusted Term SOFR, such loss, cost or expense arisingto 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 liquidationdate 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 redeploymentcontinue, for the period that would have been the Interest Period for such Borrowing), over # the amount of funds.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 any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section[Section 2.13] 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)fifteen (15) days after receipt thereof.‎