Common use of Breakage Clause in Contracts

Breakage. The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of 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 Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar 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of such Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence being called a “Breakage Event”). 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 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 such Lender is reasonably likely to realize in redeploying the funds repaid or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Borrower and shall be conclusive absent manifest error.

Breakage. The Borrower shall indemnify each Lender against any actual 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 Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar 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 Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment of any Eurodollar Loan required to be made hereunder. In the case of any Breakage Event, such actual loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its actual cost (which may be determined by such Lender by any reasonable method) of obtaining funds for the Eurodollar 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth 2.16, together with an explanation in reasonable detail the calculations thereof and the basis therefor) detail, shall be delivered to the Borrower Borrower. In determining any additional amounts owing under this Section 2.16, each Lender will act reasonably and shall be conclusive in good faith; provided that such Lender’s determination of compensation owing under this Section 2.16 shall, absent manifest error, unreasonableness or bad faith, be final and conclusive and binding on all parties hereto.

Breakage. The Borrower 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 Eurodollar Term Loan (in the case of the US Borrower) or CDOR Rate Term Loan (in the case of the Canadian Borrower) prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Term Loan to an ABR Term Loan, or the conversion of the Interest Period with respect to any Eurodollar LoanTerm Loan (in the case of the US Borrower) or CDOR Rate Term Loan (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 Eurodollar Term Loan to be made by such Lender to the US Borrower (including any Eurodollar 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 US Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar CDOR Rate Term Loan to be prepaid 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 prepaid made after notice of prepayment of such Eurodollar Term Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revokedCanadian Borrower, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment required 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the 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 Borrower 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 Eurodollar Loan or SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan or SOFR Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan or SOFR Loan, in each case other than on the last day of the Interest Period in effect therefor, therefor or (iii) any Eurodollar Loan or SOFR Loan to be made by such Lender (including any Eurodollar Loan or 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 Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment of any Eurodollar Loan or SOFR Loan required 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 Loan or SOFR 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A Each Lender shall provide a certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Borrower within 180 days after the Breakage Event and such certificate shall be conclusive absent manifest error.

Breakage. The Each Borrower shall indemnify each Lender against any loss (other than a loss of applicable margin or profits) 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 Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar 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 any Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment required 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 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth in reasonable detail the calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Administrative Borrower and shall be conclusive absent manifest error.

Breakage. The Borrower Company shall indemnify each Lender DIP Creditor against any loss (other than a loss of applicable margin or profits) or expense that such Lender DIP Creditor may sustain or incur as a consequence of (a) any event, other than a default by such Lender DIP Creditor in the performance of its obligations hereunder, which results in (i) such Lender DIP Creditor receiving or being deemed to receive any amount on account of the principal of any Eurodollar Term SOFR Loan or any Term SOFR Note prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Term SOFR Loan or any Term SOFR Note to an ABR LoanLoan or an ABR Note, as applicable, or the conversion of the Interest Period with respect to any Eurodollar LoanTerm SOFR Loan or Term SOFR Note, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Term SOFR Loan to be made by or any Term SOFR Note to be purchased by such Lender DIP Creditor (including any Eurodollar Term SOFR Loan or Term SOFR Note to be made or purchased, as applicable, pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan or such Note shall have been given by the Borrower Company hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment required 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 LenderDIP Creditor, of (i) its cost of obtaining funds for the Eurodollar Term SOFR Loan or the Term SOFR Note 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 or such Note over (ii) the amount of interest such Lender is reasonably likely to realize be realized by such DIP Creditor in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender DIP Creditor setting forth in reasonable detail the calculation of any amount or amounts which such Lender DIP Creditor is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Borrower Company and shall be conclusive absent manifest error.

Breakage. The Each Borrower shall indemnify each Lender against any loss (other than any lost profit or margin) 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 Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of a Borrowing Request to make such Term Loan or conversion notice to convert such Term Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment required 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 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Lead Borrower and shall be conclusive absent manifest error.

Breakage. The Each Borrower shall indemnify each Lender against any loss (other than a loss of applicable margin or profits) 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 Eurodollar EurodollarTerm SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar EurodollarTerm SOFR Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar EurodollarTerm SOFR Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar EurodollarTerm SOFR Loan to be made by such Lender (including any Eurodollar EurodollarTerm 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 any Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment required 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 EurodollarTerm SOFR 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth in reasonable detail the calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Administrative Borrower and shall be conclusive absent manifest error.

Breakage. The Borrower shall indemnify each Lender against any loss (other than a loss of applicable margin or profits) 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 Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar 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 Borrower hereunder hereunder, or (iv) the failure to prepay or terminate pursuant on the date specified in any notice delivered pursuant hereto (regardless of whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice revocable under Section 2.11 and is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any revoked in accordance therewith)(any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment required 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 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth in reasonable detail the calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error.

Breakage. The Borrower shall Borrowers shall, jointly and severally, indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of any event, other than a default by such Lender in the performance of its obligations hereunderhereunder (but including, for the avoidance of doubt, any loss or expense incurred as result of an assignment and delegation by a Lender under Section 2.20(b) of this Agreement), which results in (ia) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan Rate Advance or Quoted Rate Advance prior to the end of the Interest Period in effect therefor, (iib) the conversion of any Eurodollar Loan Rate Advance or Quoted Rate Advance to an ABR LoanAlternate Base Rate Advance, or the conversion of the Interest Period with respect to any Eurodollar LoanRate Advance or Quoted Rate Advance, in each case other than on the last day of the Interest Period in effect therefor, or (iiic) any Eurodollar Loan Rate Advance or Quoted Rate Advance to be made by such Lender (including any Eurodollar Loan Rate Advance or Quoted Rate Advance to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan Advance shall have been given by the any Borrower hereunder (whether which indemnified amount shall include, without limitation, any loss, cost or not expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such notice is permitted Lender to fund the Advance to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid made by the Borrower not being prepaid after notice of prepayment such Lender as part of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or Borrowing when such Advance, as a result of such failure, is not made on such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreementdate) (any of the these events referred to in this sentence being called a “Breakage Event”). 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 Loan Rate Advance or Quoted Rate Advance 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 Advance over (ii) the amount of interest likely to be realized by such Lender is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) 2.23 shall be delivered to the Borrower Rayonier and shall be conclusive absent manifest error.

Breakage. The Each Borrower shall indemnify each Lender against any loss (other than any lost profit or margin) 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 Eurodollar Eurocurrency Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Eurocurrency Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Eurocurrency Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Eurocurrency Loan to be made by such Lender (including any Eurodollar Eurocurrency Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of a Borrowing Request to make such Term Loan or conversion notice to convert such Term Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment required 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 Eurocurrency 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Lead Borrower and shall be conclusive absent manifest error.

Breakage. The Borrower shall indemnify each Lender against any loss (other than a loss of applicable margin or profits) 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 Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar 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 Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence clause (a) being called a “Breakage Event”)) or (b) any default in the making of any payment or prepayment required 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 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 is reasonably likely to realize in redeploying the funds repaid released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth in reasonable detail the calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Borrower and shall be conclusive absent manifest error.

Breakage. The Borrower 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 Eurodollar Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Eurocurrency Loan or Term SOFR Loan to an ABR a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurodollar LoanEurocurrency Loans or Term SOFR Loans, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Eurocurrency Loan or Term SOFR Loan to be made by such Lender (including any Eurodollar 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 (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) or (iv) any Eurodollar Loan to be prepaid by the Borrower not being prepaid after notice of prepayment of such Eurodollar Loan shall have been given by the Borrower hereunder (whether or not such notice is permitted to be revoked, withdrawn or extended pursuant to the terms of this Agreement) (any of the events referred to in this sentence 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 Eurodollar 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 is (as reasonably likely to realize determined by such Lender) in redeploying the funds repaid 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 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the Borrower applicable Borrowers and shall be conclusive absent manifest error.