Common use of Breakage Clause in Contracts

Breakage. The applicable Borrowers shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR Loans, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the applicable Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A reasonably detailed certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers shall indemnify each Lender against If any loss or expense that such Lender may sustain or incur as a consequence payment of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loanof, or the conversion of the Interest Period with respect to Conversion of, any Eurocurrency Loans or Term SOFR Loans, in each case Contract Rate Loan is made other than on the last day of the Interest Period in effect thereforfor such Advance, as a result of a payment or Conversion pursuant to Sections 2.09(e), 2.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 8.01 or for any other reason, or (iii) any Eurocurrency Loan or Term SOFR Loan by an Eligible Assignee to be made by a Lender other than on the last day of an Interest Period for such Lender (including any Eurocurrency Loan or Term SOFR Loan to be made Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 10.07 as a conversion or continuation under Section 2.10) not being made after notice result of such Loan shall have been given a demand by the applicable Parent Borrower hereunder (pursuant to Section 10.07(a), or if any of the events referred Loan Party fails for any reason to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of make any payment or prepayment of Eurocurrency Loans an Advance for which a notice of prepayment was given or Term SOFR Loans after a Borrower has given notice that is otherwise required to be made, whether pursuant to Sections 2.06, 2.10, 8.01 or otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in accordance a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than an Index Rate Loan on the date or in the amount notified by such Loan Party , the applicable Loan Party shall, upon written demand by any Lender (with a copy of such demand to the provisions Agent), pay to the Agent for the account of this Agreement. In such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of any Breakage Eventanticipated profits), such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized expense incurred by reason of such Breakage Event for such period. A reasonably detailed certificate the liquidation or reemployment of deposits or other funds acquired by any Lender setting forth any amount to fund or amounts which maintain such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers and shall be conclusive absent manifest errorAdvance.

Breakage. The applicable Borrowers shall indemnify each If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR Loans, in each case other than on the last day of the Interest Period in effect thereforfor such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) or (iiiii) any Eurocurrency Loan as a result of a payment or Term SOFR Loan Conversion pursuant to be made Section 2.07, 2.09 or 2.11, the Borrower shall, upon demand by such Lender setting forth in reasonable detail the calculation of the amounts demanded (including with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any Eurocurrency Loan amounts required to compensate such Lender for any additional losses, costs or Term SOFR Loan expenses that it may reasonably incur as a result of such payment or Conversion. Such loss, cost or expense to any Lender shall be deemed to be made pursuant the amount determined by such Lender to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the applicable Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss shall include an amount equal to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest which would have accrued on the Loan that is the subject principal amount of such Breakage Event Eurocurrency Rate Advance had such event not occurred, at the Eurocurrency Rate that would have been applicable to such Eurocurrency Rate Advance, for the period from the date of such Breakage Event event to the last day of the then current Interest Period in effect (or that would have been in effect) for such Loan therefor, over (ii) the amount of interest likely to be realized by which would accrue on such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event principal amount for such period. A reasonably detailed certificate of any Lender setting forth any amount or amounts period at the interest rate which such Lender is entitled would bid were it to receive pursuant bid, at the commencement of such period, for deposits in Dollars or Committed Currency of a comparable amount and period from other banks in the Eurocurrency market. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.07 or 2.11 exceeds the sum required to this Section 2.16 shall be delivered satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the applicable Borrowers and shall be conclusive absent manifest errorBorrower such excess.

Breakage. The applicable Borrowers Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain sustains or incur incurs as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Eurodollar Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Eurodollar Term SOFR Loan to a Daily Rate Loan, an ABR Term Loan or the conversion of the Interest Period with respect to any Eurocurrency Loans or Eurodollar Term SOFR LoansLoan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Eurodollar Term SOFR Loan to be made by such Lender (including any Eurocurrency Loan or Eurodollar Term SOFR Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Term Loan shall have been given by the applicable Borrower hereunder other than by operation of Section 2.08 and the proviso set forth at the end of Section 2.12(c) (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreementrequired to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Term Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Term Loan over (ii) the amount of interest likely to be realized by 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 applicable currency or currencies of a comparable amount and period from other banks in the applicable interbank market. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.16, each Lender shall be deemed to have funded each Eurodollar Term Loan made by it at the Adjusted LIBO Rate (as reasonably determined excluding the impact of the last sentence of the “Adjusted LIBO Rate” definition) for such Term Loan by such Lender) a matching deposit or other borrowing in redeploying the funds released London interbank eurodollar market for a comparable amount and for a comparable period, whether or not utilized by reason of such Breakage Event for such periodAdjusted LIBO Rate Term Loan was in fact so funded. A reasonably detailed certificate of any Lender setting forth in reasonable detail any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers shall indemnify each If any payment of principal of, or Conversion of, any Adjusted Term SOFR Rate Advance is made by the Borrower to or for the account of a Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR Loans, in each case other than on the last day of the Interest Period in effect thereforfor such Advance (including as a result of an Event of Default), as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07 or (iiiii) any Eurocurrency Loan as a result of a payment or Term SOFR Loan Conversion pursuant to be made Section 2.08, 2.10 or 2.12, the Borrower shall, upon demand by such Lender (including any Eurocurrency Loan or Term SOFR Loan to be made pursuant to with a conversion or continuation under Section 2.10) not being made after notice copy of such Loan shall have been given demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the applicable Borrower hereunder (any reason of the events referred liquidation or reemployment of deposits or other funds acquired by any Lender to in this clause (a) being called a “Breakage Event”) fund or (b) maintain such Advance. Such loss, cost or expense to any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss Lender shall be deemed to include an amount equal determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest that would have accrued on the Loan that is the subject principal amount of such Breakage Event Loan had such event not occurred, at the Adjusted Term SOFR Rate that would have been applicable to such Loan, for the period from the date of such Breakage Event event to the last day of the then current Interest Period therefor (or, in effect (the case of a failure to borrow, convert or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by that would accrue on such principal amount for such period at the interest rate which such Lender (as reasonably determined by such Lender) in redeploying would bid were it to bid, at the funds released or not utilized by reason commencement of such Breakage Event period, for such perioddeposits in Dollars of a comparable amount and period from other banks in the eurocurrency market. A reasonably detailed certificate of any Lender setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.16 8.04(f) shall be delivered to the applicable Borrowers Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Breakage. The applicable Borrowers shall indemnify each Lender against If any loss or expense that such Lender may sustain or incur as a consequence payment of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loanof, or the conversion of the Interest Period with respect to Conversion of, any Eurocurrency Loans or Term SOFR Loans, in each case Contract Rate Loan is made other than on the last day of the Interest Period in effect thereforfor such Advance, as a result of a payment or Conversion pursuant to Sections 2.09(d), 2.10, 2.12, acceleration of the maturity of the Advances pursuant to Section 8.01 or for any other reason, or (iii) any Eurocurrency Loan or Term SOFR Loan by an Eligible Assignee to be made by a Lender other than on the last day of an Interest Period for such Lender (including any Eurocurrency Loan or Term SOFR Loan to be made Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 10.07 as a conversion or continuation under Section 2.10) not being made after notice result of such Loan shall have been given a demand by the applicable Parent Borrower hereunder (pursuant to Section 10.07(a), or if any of the events referred Loan Party fails for any reason to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of make any payment or prepayment of Eurocurrency Loans an Advance for which a notice of prepayment was given or Term SOFR Loans after a Borrower has given notice that is otherwise required to be made, whether pursuant to Sections 2.06, 2.10, 8.01 or otherwise, or if any Loan Party fails to make payment of any Advance or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in accordance a different currency, or upon any failure by any Loan Party (for a reason other than the failure of such Lender to make an Advance) to borrow, continue or convert any Loan other than an Index Rate Loan on the date or in the amount notified by such Loan Party , the applicable Loan Party shall, upon written demand by any Lender (with a copy of such demand to the provisions Agent), pay to the Agent for the account of this Agreement. In such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of any Breakage Eventanticipated profits), such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized expense incurred by reason of such Breakage Event for such period. A reasonably detailed certificate the liquidation or reemployment of deposits or other funds acquired by any Lender setting forth any amount to fund or amounts which maintain such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers and shall be conclusive absent manifest errorAdvance.

Breakage. The applicable Borrowers shall indemnify each If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR Loans, in each case other than on the last day of the Interest Period in effect thereforfor such Advance (including as a result of an Event of Default), as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07 or (iiiii) any Eurocurrency Loan as a result of a payment or Term SOFR Loan Conversion pursuant to be made Section 2.08, 2.10 or 2.12, the Borrower shall, upon demand by such Lender (including any Eurocurrency Loan or Term SOFR Loan to be made pursuant to with a conversion or continuation under Section 2.10) not being made after notice copy of such Loan shall have been given demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the applicable Borrower hereunder (any reason of the events referred liquidation or reemployment of deposits or other funds acquired by any Lender to in this clause (a) being called a “Breakage Event”) fund or (b) maintain such Advance. Such loss, cost or expense to any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss Lender shall be deemed to include an amount equal determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest that would have accrued on the Loan that is the subject principal amount of such Breakage Event Loan had such event not occurred, at the Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such Breakage Event event to the last day of the then current Interest Period therefor (or, in effect (the case of a failure to borrow, convert or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by that would accrue on such principal amount for such period at the interest rate which such Lender (as reasonably determined by such Lender) in redeploying would bid were it to bid, at the funds released or not utilized by reason commencement of such Breakage Event period, for such perioddeposits in Dollars of a comparable amount and period from other banks in the eurocurrency market. A reasonably detailed certificate of any Lender setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.16 8.04(f) shall be delivered to the applicable Borrowers Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Breakage. The applicable Borrowers Each of the Borrowers, as applicable, shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Eurodollar Term Loan (in the case of the US Borrower) or CDOR Rate Term SOFR Loan (in the case of the Canadian Borrower) prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Eurodollar Term SOFR Loan to a Daily Rate an ABR Term Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans Eurodollar Term Loan (in the case of the US Borrower) or CDOR Rate Term SOFR LoansLoan (in the case of the Canadian Borrower), in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Eurodollar Term SOFR Loan to be made by such Lender to the US Borrower (including any Eurocurrency Loan or Eurodollar Term SOFR Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Term Loan shall have been given by the applicable US Borrower hereunder or any CDOR Rate Term Loan to be made by such Lender to the Canadian Borrower (including any CDOR Rate Term Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Term Loan shall have been given by the Canadian Borrower, (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreementrequired to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Term Loan or CDOR Rate Term Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Term Loan over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A reasonably detailed certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers US Borrower and shall be conclusive absent manifest error. Notwithstanding the foregoing, so long as the Adjusted LIBO Rate of such Eurodollar Term Loan, or the CDOR Rate of such CDOR Rate Term Loan, is equal to the rate set forth in clause (a) of the definition of Adjusted LIBO Rate, or the rate set forth in clause (i) of the definition of CDOR Rate, as applicable, the Borrowers shall not be liable for any amount under this Section 2.16.

Breakage. The applicable Borrowers shall indemnify each If any payment of principal of, or Conversion of, any SOFR Loan is made by the Borrower to or for the account of a Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR Loans, in each case other than on the last day of the Interest Period in effect thereforfor such Advance (including as a result of an Event of Default), as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07 or (iiiii) any Eurocurrency Loan as a result of a payment or Term SOFR Loan Conversion pursuant to be made Section 2.08, 2.10 or 2.12, the Borrower shall, upon demand by such Lender (including any Eurocurrency Loan or Term SOFR Loan to be made pursuant to with a conversion or continuation under Section 2.10) not being made after notice copy of such Loan shall have been given demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the applicable Borrower hereunder (any reason of the events referred liquidation or reemployment of deposits or other funds acquired by any Lender to in this clause (a) being called a “Breakage Event”) fund or (b) maintain such Advance. Such loss, cost or expense to any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss Lender shall be deemed to include an amount equal determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest that would have accrued on the Loan that is the subject principal amount of such Breakage Event Loan had such event not occurred, at Term SOFR that would have been applicable to such Loan, for the period from the date of such Breakage Event event to the last day of the then current Interest Period therefor (or, in effect (the case of a failure to borrow, convert or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by that would accrue on such principal amount for such period at the interest rate which such Lender (as reasonably determined by such Lender) in redeploying would bid were it to bid, at the funds released or not utilized by reason commencement of such Breakage Event period, for such perioddeposits in Dollars of a comparable amount and period from other banks in comparable markets. A reasonably detailed certificate of any Lender setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.16 8.04(f) shall be delivered to the applicable Borrowers Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Breakage. The applicable Borrowers shall indemnify each If any payment of principal of, or Conversion of, any Adjusted Term SOFR Rate Advance is made by the Borrower to or for the account of a Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR Loans, in each case other than on the last day of the Interest Period in effect thereforfor such Advance (including as a result of an Event of Default), as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07 or (iiiii) any Eurocurrency Loan as a result of a payment or Term SOFR Loan Conversion pursuant to be made Section 2.08, 2.10 or 2.12, the Borrower shall, upon demand by such Lender (including any Eurocurrency Loan or Term SOFR Loan to be made pursuant to with a conversion or continuation under Section 2.10) not being made after notice copy of such Loan shall have been given demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the applicable Borrower hereunder (any reason of the events referred liquidation or reemployment of deposits or other funds acquired by any Lender to in this clause (a) being called a “Breakage Event”) fund or (b) maintain such Advance. Such loss, cost or expense to any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss Lender shall be deemed to include an amount equal determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, as reasonably determined by such Lenderif any, of (i) its cost the amount of obtaining funds for interest that would have accrued on the Loan that is the subject principal amount of such Breakage Event Loan had such event not occurred, at the Adjusted Term SOFR Rate that would have been applicable to such Loan, for the period from the date of such Breakage Event event to the last day of the then current Interest Period therefor (or, in effect (the case of a failure to borrow, convert or continue, for the period that would have been in effect) the Interest Period for such Loan Loan), over (ii) the amount of interest likely to be realized by that would accrue on such principal amount for such period at the interest rate which such Lender (as reasonably determined by such Lender) in redeploying would bid were it to bid, at the funds released or not utilized by reason commencement of such Breakage Event period, for such perioddeposits in Dollars of a comparable amount and period from other banks in the eurocurrency market. A reasonably detailed certificate of any Lender setting forth any amount or amounts which that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers and shall be conclusive absent manifest error.8.04(f)