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 Borrower shall indemnify each Lender against any loss (excluding loss of anticipated 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 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 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 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 Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers shall shall, jointly and severally, 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 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 Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance prior to the end of the Interest Period in effect therefor, (iib) the conversion of any Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance to a Daily an Alternate Base Rate LoanAdvance, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Rate Advance, in each case other than on the last day of the Interest Period in effect therefor, or (iiic) any Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance to be made by such Lender (including any Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan Revolving Credit Advance shall have been given by the applicable any Borrower hereunder (which indemnified amount shall include, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on such date) (any of the these 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 Eurodollar 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 Revolving Credit Advance 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 2.23 shall be delivered to the applicable Borrowers Rayonier and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Eurodollar Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Eurodollar Loan or Term SOFR Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans Eurodollar Loan or Term SOFR LoansLoan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Eurodollar Loan or Term SOFR Loan to be made by such Lender (including any Eurocurrency Eurodollar 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 any Eurodollar Loan or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this AgreementLoan 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 (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 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 shall be delivered to the applicable Borrowers Borrower within 180 days after the Breakage Event and such certificate shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 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 (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 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 (exclusive of any loss of anticipated profits). 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 (excluding the impact of the last sentence of the “Adjusted LIBO Rate” definition) for such Term Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Adjusted LIBO Rate Term Loan was in fact so funded. 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 Borrower and shall be conclusive absent manifest error.

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 shall, jointly and severally, 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 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 Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance prior to the end of the Interest Period in effect therefor, (iib) the conversion of any Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance to a Daily an Alternate Base Rate LoanAdvance, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Rate Advance, in each case other than on the last day of the Interest Period in effect therefor, or (iiic) any Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance to be made by such Lender (including any Eurocurrency Loan or Term SOFR Loan Eurodollar 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 applicable any Borrower hereunder (which indemnified amount shall include, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date) (any of the these 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 Eurodollar 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 (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 2.23 shall be delivered to the applicable Borrowers Rayonier and shall be conclusive absent manifest error.

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 LoanLoans 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 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 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 Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur (other than loss of anticipated profits) 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 Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 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 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 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 in reasonable detail with supporting calculations shall be delivered to the applicable Borrowers Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 applicable 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 such notice is permitted to be revocable under Section 2.11 and is revoked in accordance therewith)(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 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 in reasonable detail the calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 2.15 shall be delivered to the applicable Borrowers Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, therefor or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 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 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 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 periodperiod (in each case, excluding the impact of the proviso to the definition of Adjusted LIBO Rate). 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 applicable Borrowers Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 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 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 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 Lead Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers Borrower shall indemnify each Lender against pay Agent and/or Lenders, as applicable, any documented out-of-pocket loss and/or reasonable and documented out-of-pocket cost or expense that such (excluding lost profits) which Agent or any Lender may sustain actually 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 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 (whether voluntary or involuntary) of Eurocurrency Loans the Loan or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions any portion thereof, whether or not required by any provision of this AgreementLoan Agreement or any other Loan Document or otherwise, made and applied on account of principal on a date other than the last day of a LIBOR Rate Period (noting, for purpose of clarification, that no such sums would be incurred with respect to an Applicable Interest Rate which is a Base Rate), including any loss or expense actually sustained or incurred by any Lender(s) in obtaining, liquidating or redeploying deposits or other funds acquired by such Lender(s) to maintain or fund the Loan or any portion thereof (“Breakage Costs”). In the case The amount of any Breakage Event, such loss or expense for which Borrower shall include pay Agent or Lenders under this Section 2.8 shall be an amount equal to the excess, if any, as reasonably determined by such LenderAgent or the applicable Lender(s), of (i) its the reasonable and documented out-of-pocket cost to the applicable Lender(s) of obtaining the funds for the portion of the Loan that is the subject of such Breakage Event being paid or prepaid for the period from the date of such Breakage Event payment or prepayment to the last day of the Interest LIBOR Rate 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) that would be realized by such Lender(s) in redeploying the funds released so paid or not utilized by reason prepaid, as the case may be. Agent’s or any Lender’s determination of such Breakage Event for such period. A reasonably detailed certificate of any Lender setting forth any amount or amounts which such Agent and/or any Lender is entitled to receive pursuant to this Section 2.16 2.8 shall be delivered to the applicable Borrowers and shall be conclusive conclusive, absent manifest error. Upon Borrower’s request, Agent or the affected Lender shall provide Borrower with a calculation of the Breakage Costs incurred setting forth such Breakage Costs in reasonable detail.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR EurodollarEURIBO Rate Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily an ABREURIBO Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollarEURIBO Rate Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR EurodollarEURIBO Rate Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR EurodollarEURIBO Rate 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 required to be made hereunder in respect of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreementany EURIBO Rate Loan. 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 EurodollarEURIBO Rate 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 Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR Loan or any Term SOFR Note prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan or any Term SOFR Note to a Daily Rate Loanan ABR Loan or an ABR Note, as applicable, or the conversion of the Interest Period with respect to any Eurocurrency Loans Term SOFR Loan or Term SOFR LoansNote, 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 or any Term SOFR Note to be purchased by such Lender DIP Creditor (including any Eurocurrency Term SOFR Loan or Term SOFR Loan 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 applicable Borrower Company 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 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 LenderDIP Creditor, of (i) its cost of obtaining funds for the 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 likely to be realized by such Lender (as reasonably determined by such Lender) DIP Creditor in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A reasonably detailed 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 shall be delivered to the applicable Borrowers Company and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 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 an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or 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 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 a Borrowing Request to make such Term Loan or conversion notice to convert such Term 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 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 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 (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 Lead Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers Borrower shall indemnify each Lender against pay Agent and/or Lenders, as applicable, any documented out-of-pocket loss and/or reasonable and documented out-of-pocket cost or expense that such (excluding lost profits) which Agent or any Lender may sustain actually 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 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 (whether voluntary or involuntary) of Eurocurrency Loans the Loan or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions any portion thereof, whether or not required by any provision of this AgreementLoan Agreement or any other Loan Document or otherwise, made and applied on account of principal on a date other than the last day of a LIBOR Rate Period (noting, for purpose of clarification, that no such sums would be incurred with respect to an Applicable Interest Rate which is a Base Rate), including any loss or expense actually sustained or incurred by any Lender(s) in obtaining, liquidating or redeploying deposits or other funds acquired by such Lender(s) to maintain or fund the Loan or any portion thereof (“Breakage Costs”). In the case The amount of any Breakage Event, such loss or expense for which Borrower shall include pay Agent or Lenders under this Section 2.8 shall be an amount equal to the excess, if any, as reasonably determined by such LenderAgent or the applicable Lender(s), of (i) its the reasonable and documented out-of-pocket cost to the applicable Lender(s) of obtaining the funds for the portion of the Loan that is the subject of such Breakage Event being paid or prepaid for the period from the date of such Breakage Event payment or prepayment to the last day of the Interest LIBOR Rate 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) that would be realized by such Lender(s) in redeploying the funds released so paid or not utilized by reason prepaid, as the case may be. Agent’s or any Lender’s determination of such Breakage Event for such period. A reasonably detailed certificate of any Lender setting forth any amount or amounts which such Agent and/or any Lender is entitled to receive pursuant to this Section 2.16 2.8 shall be delivered to the applicable Borrowers and shall be conclusive conclusive, absent manifest error. Upon Borrower’s request, Agent or the affected Lender shall provide Borrower with a calculation of the Breakage Costs incurred setting forth such Breakage Costs in reasonable detail. For purposes of clarification, Breakage Costs shall not be deemed to be a prepayment premium or fee.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 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 clause (a) sentence 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 such Lender is reasonably likely to be realized by such Lender (as reasonably determined by such Lender) realize in redeploying the funds released repaid 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 applicable Borrowers Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers shall shall, jointly and severally, 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 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 Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance prior to the end of the Interest Period in effect therefor, (iib) the conversion of any Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance to a Daily an Alternate Base Rate LoanAdvance, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Rate Advance, in each case other than on the last day of the Interest Period in effect therefor, or (iiic) any Eurocurrency Loan or Term SOFR Loan Eurodollar Rate Advance to be made by such Lender (including any Eurocurrency Loan or Term SOFR Loan Eurodollar 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 applicable any Borrower hereunder (which indemnified amount shall include, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date) (any of the these 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 CHAR2\1701593v10 Eurodollar 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 (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 2.23 shall be delivered to the applicable Borrowers Rayonier and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term EurodollarTerm SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term EurodollarTerm SOFR Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term EurodollarTerm SOFR LoansLoan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term EurodollarTerm SOFR Loan to be made by such Lender (including any Eurocurrency Loan or Term 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 applicable any 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 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 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 (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 in reasonable detail the calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers Administrative Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, therefor or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.102.09) 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 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 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 periodperiod (in each case, excluding the impact of the proviso to the definition of Adjusted LIBO Rate). 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 2.15 (and setting forth in reasonable detail the calculations thereof and the basis therefor) shall be delivered to the applicable Borrowers Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 applicable any 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 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 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 in reasonable detail the calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers Administrative Borrower and shall be conclusive absent manifest error.

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 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 applicable Borrower hereunder hereunder, or (iv) the failure to prepay or terminate on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.11 and is revoked in accordance therewith)(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 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 in reasonable detail the calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 2.15 shall be delivered to the applicable Borrowers Borrower and shall be conclusive absent manifest error.

Breakage. The applicable Borrowers 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 Eurocurrency Loan or Term SOFR Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Eurodollar Loan to a Daily Rate an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loans or Term SOFR LoansEurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Eurodollar Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR 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 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 Agreementany 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 (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 2.16, together with an explanation in reasonable detail, shall be delivered to the applicable Borrowers 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.