Common use of Interest Rates Clause in Contracts

Interest Rates. The Agent does not warrant or accept anyresponsibility for, and shall not have any liability with respect to, (a) the continuation of, administrationof, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Agent andits affiliates or other related entities may engage in transactions that affect the calculation of the BaseRate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate(including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manneradverse to the Borrower. The Agent may select information sources or services in its reasonablediscretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR or any otherBenchmark, or any component definition thereof or rates referred to in the definition thereof, in eachcase pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany other person or entity for damages of any kind, including direct or indirect, special, punitive,incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether at law or in equity), for any error or calculation of any such rate (or component thereof)provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Term SOFR ReferenceRate Successor Rate or Term SOFR, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the of any Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementTerm SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including, without limitation, any Term SOFR Reference Rate, Term SOFR Successor Rate or any otherBenchmark, Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided by thereof) provided by, any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Term Loan Successor Rate or Revolving Facility Term SOFR ReferenceRate or Term SOFR, Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementTerm Loan Successor Rate or Revolving Facility Term SOFR Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including, without limitation, any Term Loan Successor Rate or Revolving Facility Term SOFR Reference Successor Rate, Term SOFR or any otherBenchmark, ) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurodollar Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to Term SOFR or the Base rates in the definition of “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” or any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate or Alternative Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate or Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Except as specifically set forth herein, the Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or accept anyresponsibility any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administrationofadministration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Term SOFR ReferenceRate or Adjusted Term SOFR, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, orany or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark Replacement),including or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacementrate replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to Section 2.14(b), will be similar to, or produce the same value or economicequivalence economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,, Adjusted Term SOFR, Term SOFR or any other Benchmark Benchmark, prior to its discontinuance or unavailability, or (b) the effect,, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions that affect the calculation of the BaseRate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate(including rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manneradverse thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or any otherBenchmarkTerm SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any Term SOFR ReferenceRate or Term SOFR, Successor Rate and any Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the of any Term SOFR Reference Rate,Term SOFR Conforming Changes or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Alternative Currency Conforming Changes. The Administrative Agent andits and its affiliates or and other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementTerm SOFR Successor Rate or Alternative Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including, without limitation, any Term SOFR Reference Successor Rate or Alternative Currency Successor Rate, Term SOFR or any otherBenchmark, ) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or accept anyresponsibility responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administrationofadministration of, submission of, calculation of or any other matter related to the Base RateABR, the Term SOFR ReferenceRate Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany or any alternative, successor or replacement rate thereto (including any Benchmark Replacement),including Replacement), including whether the composition or characteristics of any such alternative, successor or replacementrate replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence economic equivalence of, or have the same volume or liquidity as, the Base RateABR, the Term SOFR Reference Rate,, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions that affect the calculation of the BaseRateABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate(including rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base RateABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any otherBenchmark, or any component definition thereof or rates referred to in the definition thereofother Benchmark, in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany Lender, any Issuing Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or accept anyresponsibility responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administrationofadministration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR ReferenceRate Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany or any alternative, successor or replacement rate thereto (including any Benchmark Replacement),including Replacement), including whether the composition or characteristics of any such alternative, successor or replacementrate replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Term SOFR Reference Rate,, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions that affect the calculation of the BaseRateAlternate Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate(including rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any otherBenchmark, or any component definition thereof or rates referred to in the definition thereofother Benchmark, in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or accept anyresponsibility any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administrationofadministration of, submission of, calculation of or any other matter related to the Base Term SOFR Reference Rate, the Adjusted Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement),including Replacement), including whether the composition or characteristics of any such alternative, successor or replacementrate replacement rate (including any Benchmark Replacement) ), as it may or may not be adjusted pursuant to subsection 4.7, will be similar to, or produce the same value or economicequivalence economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits affiliates and its Affiliates or other related entities may engage in transactions that affect the calculation of the BaseRate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate(including rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manneradverse thereto and such transactions may be adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or any otherBenchmarkTerm SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Agent does not warrant or accept anyresponsibility responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administrationofinternal administration of, submission of, or internal calculation of or any other matter related to the Base Rateof, the Term SOFR ReferenceRate Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany alternative, or any alternative successor or replacement rate thereto (including any Benchmark Replacement),including Replacement), including whether the composition or characteristics of any such alternative, successor or replacementrate replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,, implementation or composition of any Benchmark Replacement Conforming ChangesChanges consented to by the Borrower. The Agent andits and its affiliates or other related entities may engage in transactions that affect the calculation of the BaseRateBase Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate(including rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, that are unrelated to the Obligations, in each case, that is not in violation or contravention of this Agreement or any other Loan Document, in a manneradverse manner adverse to the Borrower. The Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR or any otherBenchmark, or any component definition thereof or rates referred to in the definition thereofother Benchmark, in eachcase each case pursuant to the terms of this Agreement, and shall shall, to the extent such actions are taken in accordance and compliance with this Agreement, have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct ; provided that the foregoing absence of liability shall not apply to the extent it is determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from gross negligence or indirect, special, punitive,incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether at law or in equity), for any error or calculation of any such rate (or component thereof)provided by any such information source or servicewillful misconduct.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. Bank of America and its affiliates or other related entities may, in their ordinary course of business, separate from their roles as the Administrative Agent, a Lender or other agent or arranger under the Loan Documents, engage in transactions or other activities that affect any reference rate referred to herein, or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including including, without limitation, any Benchmark Replacement),including whether the composition Successor Rate) (or characteristics any component of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Agent andits affiliates or other related entities may engage in transactions that affect the calculation of the BaseRate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate(including any Benchmark Replacementforegoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner that, while undertaken in good faith, may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Global Administrative Agent does and Funding Agents do not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not Global Administrative Agent nor any Funding Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate rates with respect to any additional Alternative Currency or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “Eurocurrency Rate”, orany alternative“Term SOFR Rate”, successor “Daily Simple SOFR Rate”, “Daily Floating XXXXX Rate”, “XXXXX”, “TONAR Rate” or “TIIE Rate” or any rate (including for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate thereto (including any Benchmark Replacement),including whether Successor Rate) or the composition or characteristics effect of any such alternativeof the foregoing. Global Administrative Agent, successor or replacementrate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Agent andits Funding Agents and their affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Global Administrative Agent and Funding Agents may select information sources or services in its reasonablediscretion their reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or any Euro-Currency Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate or any Euro-Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate or any Euro-Currency Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes or XXXXX Xxxx Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service. 129379097_5 #96094974v22 133208524_1 THE CREDITS Commitments . Subject to the terms and conditions set forth herein, each Lender with an Initial Commitment severally, and not jointly, agrees to make revolving loans in Dollars and/or, to the extent approved in accordance with Section 1.13, any other Alternate Currency to the US Borrower at any time and from time to time on and after the Second Amendment Effective Date, and until (x) with respect to FILO Revolving Loans denominated in any such currency, the FILO Revolving Sublimit Termination Date and (y) with respect to any other Initial Revolving Loans denominated in any such currency, the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that, after giving effect to the applicable revolving loan, will not result in (i) the aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap or, (ii) such Lender’s Initial Revolving Credit Exposure exceeding such Lender’s Initial Commitment. , (iii) the aggregate principal amount of FILO Revolving Loans outstanding at such time exceeding the FILO Revolving Line Cap applicable at such time or (iv) such Lender’s Initial Revolving Credit Exposure attributable to FILO Revolving Loans exceeding such Xxxxxx’s Applicable Percentage of the FILO Revolving Sublimit. Subject to the terms and conditions set forth herein, each Lender with an Initial Commitment severally, and not jointly, agrees to make revolving loans in Canadian Dollars, Dollars and/or, to the extent approved in accordance with Section 1.13, any other Alternate Currency to the Canadian Borrower at any time and from time to time on and after the Second Amendment Effective Date, and until (x) with respect to FILO Revolving Loans denominated in any such currency, the FILO Revolving Sublimit Termination Date and (y) with respect to any other Initial Revolving Loans denominated in any such currency, the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that, after giving effect to the applicable revolving loan, will not result in (i) the aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap, (ii) such Lender’s Initial Revolving Credit Exposure exceeding such Lender’s Initial Commitment, or (iii) the aggregate Initial Revolving Credit Exposure attributable to Credit Extensions made to the Canadian Borrower and Spanish Borrower collectively exceeding the Canadian/Spanish Borrower Sublimit.ARTICLE IITHE CREDITSSECTION 2.01, (iv) the aggregate principal amount of FILO Revolving Loans outstanding at such time exceeding the FILO Revolving Line Cap applicable at such time or (v) such Lender’s Initial Revolving Credit Exposure attributable to FILO Revolving Loans exceeding such Xxxxxx’s Applicable Percentage of the FILO Revolving Sublimit. Subject to the terms and conditions set forth herein, each Lender with an Initial Commitment severally, and not jointly, agrees to make revolving loans in Euro and/or, to the extent approved in accordance with Section 1.13, any other Alternate Currency to the Spanish Borrower at any time and from time to time on and after the Second Amendment Effective Date, and until (x) with respect to FILO Revolving Loans denominated in any such currency, the FILO Revolving Sublimit Termination Date and (y) with respect to any other Initial Revolving Loans denominated in any such currency, the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that, after giving effect to the applicable Initial Revolving Loan, will not result in (i) the aggregate Initial Revolving Credit Exposure exceeding the North American Line Cap, (ii) such Lender’s Initial Revolving Credit Exposure exceeding such Lender’s Initial Commitment or, (iii) the aggregate Initial Revolving Credit Exposure attributable to Credit Extensions made to each of the Spanish Borrower and Canadian Borrower collectively exceeding the Canadian/Spanish Borrower Sublimit., (iv) the aggregate principal amount of FILO Revolving Loans outstanding at such time exceeding the FILO Revolving Line Cap applicable at such time or (v) such Lender’s Initial Revolving Credit Exposure attributable to FILO Revolving Loans exceeding such Lender’s Applicable Percentage 129379097_5 #96094974v22 133208524_1 of the FILO Revolving Sublimit. For the avoidance of doubt, each Initial Revolving Loan made to the Spanish Borrower shall be secured by the Liens on the North American Collateral in favor of the Administrative Agent and shall constitute a North American Obligation hereunder. Subject to the terms and conditions of this Agreement and any applicable Extension Amendment or Incremental Revolving Facility Amendment, each Lender and each Additional Revolving Lender with any Additional Revolving Commitment for a given Class severally, and not jointly, agrees to make Additional Revolving Loans of such Class to the applicable Borrower or Borrowers, which Revolving Loans shall not exceed for any such Lender or Additional Revolving Lender at the time of any incurrence thereof, the Additional Revolving Commitment of each Class of Lender.

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Any Person acting as the Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities unrelated to this Agreement that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for the selection of any such information source or service made by the Administrative Agent in its reasonable discretion or for any error or any other action or omission by such information source or service or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definitions of “Eurodollar Rate” or “Daily Floating LIBOR Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein the Base Rateor with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Term SOFR ReferenceRate Successor Rate or Term SOFR, Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementTerm SOFR Successor Rate or Alternative Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including, without limitation, any Term SOFR Reference Successor Rate or Alternative Currency Successor Rate, Term SOFR or any otherBenchmark, ) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany Lender, any L/C Issuer or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurocurrency Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor rate thereto to any of such rate (including, without limitation, any Benchmark ReplacementSOFR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSOFR Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any SOFR Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “SOFR”, orany alternative“Alternative Currency Daily Rate”, successor “Alternative Currency Term Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate thereto (including including, without limitation, any Benchmark Replacement),including whether Successor Rate) or the composition or characteristics effect of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definition of “Eurocurrency Rate” orTerm SOFR”, “Alternative Currency Daily Rate” or with respect to any rate (including, for the avoidance of doubt“Alternative Currency Term Rate”, the Term SOFR ReferenceRate selection of such rate andrates, any related spread or Term SOFRother adjustment) or with respect to any rate that is an alternative or replacement for or successor to any of such raterates (including, without limitation, any Benchmark Replacement or Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes or Alternative Currency Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurocurrency Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. (a) . The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definitions of “Daily Simple SOFR”, “Term SOFR”,any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurodollar Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or accept anyresponsibility responsibility for, and shall not have any liability with respect to, in each case, except as expressly set forth in this Agreement, (a) the continuation of, administrationofadministration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany or any alternative, successor or replacement rate thereto (including any Benchmark Replacement),including Replacement), including whether the composition or characteristics of any such alternative, successor or replacementrate replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,, Adjusted Term SOFR, Term SOFR or any other Benchmark Rate prior to its discontinuance or unavailability, or (b) the effect,, implementation or composition of any Benchmark Replacement Conforming Changes. The Agent andits affiliates or other related entities may engage in transactions that affect the calculation of the BaseRate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate(including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manneradverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any otherBenchmark, or any component definition thereof or rates referred to in the definition thereofother Benchmark Rate, in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCompany, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definition of “Eurodollar Rate” or “LIBOR Daily Floating Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurodollar Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for comparable or successor rate thereto to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Except as specifically set forth herein, the Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or any Canadian Benchmark Replacement) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Successor Rate or any Canadian Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate or any Canadian Benchmark Replacement) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, to (a) the continuation of, administrationofadministration, submission ofor any other matter related to any reference rate referred to herein or with respect to any rate (including, calculation for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes or (b) the administration, submission or any other matter related to the Base Rate, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “EurocurrencyAlternative Currency Daily Rate”, orany alternative, successor “Alternative Currency Term Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate thereto (including including, without limitation, any Benchmark Replacement),including whether LIBOR Successor Rate) or the composition or characteristics effect of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that may affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, to the extent such determinations are made in accordance with this Agreement, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.. ARTICLE IITHE CREDITSSECTION 2.01II

Interest Rates. The Administrative Agent does not warrant or accept anyresponsibility responsibility for, and shall not have any liability with respect to, to (a) the continuation of, administrationofadministration of, submission of, calculation of or any other matter related to the Base RateABR, the Term SOFR ReferenceRate Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany or any alternative, successor or replacement rate thereto (including any Benchmark Replacement),including Replacement), including whether the composition or characteristics of any such alternative, successor or replacementrate replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence economic equivalence of, or have the same volume or liquidity as, the Base RateABR, the Term SOFR Reference Rate,, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions that affect the calculation of the BaseRateABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate(including rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base RateABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any otherBenchmark, or any component definition thereof or rates referred to in the definition thereofother Benchmark, in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany Lender, any Issuing Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “Term SOFR”, orany alternative“Alternative Currency Daily Rate”, successor “Alternative Currency Term Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate thereto (including including, without limitation, any Benchmark Replacement),including whether Successor Rate) or the composition or characteristics effect of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01. 1.08

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurocurrency Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or any Euro-Currency Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate or any Euro-Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate or any Euro-Currency Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Agent Administrative Agent, at the instruction of the Required Lenders, may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service. The Administrative Agent shall be under no obligation (a) to monitor or determine the unavailability or cessation of Term SOFR (or other applicable reference rate), or to give notice of the occurrence thereof, (b) to determine or designate any Successor Rate, or determine whether any conditions to the designation of such a rate have been satisfied, (c) to select, identify or designate any credit spread adjustments, or other modifier to any replacement or successor index, or (d) to determine whether or what Conforming Changes or other amendment or conforming changes are necessary or advisable, if any, in connection with the adoption of a Successor Rate or the establishment of any conventions or methodology in respect of the determination thereof, and in each such case shall be entitled to rely upon instructions in respect thereof provided by the Required Lenders. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of Term SOFR or a Successor Rate. Notwithstanding anything to the contrary, if the Administrative Agent at any time or times determines in its reasonable judgment that guidance is needed to perform its duties, or if it is required to decide between alternative courses of action, in respect of Term SOFR or a Successor Rate or matters related thereto (including the determination of any Conforming Changes or any methodology or conventions for the determination of a Successor Rate), the Administrative Agent may (but is not obligated to) reasonably request guidance in the form of written instructions from the Required Lenders on which the Administrative Agent shall be entitled to rely without liability, and shall be protected in refraining from acting until such instructions are received.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “LIBOR”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBORSOFR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSOFR Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any SOFR Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, rates in the Term SOFR ReferenceRate or definition of “Term SOFR”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”any reference rate referred to herein or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Agent does Agents do not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Agents have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any XXXXX Successor Rate or SOFR ReferenceRate or Term SOFR, Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition effect of any Benchmark Replacement of the foregoing or of any Conforming Changes. The Agent andits Agents and their affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementXXXXX Successor Rate or SOFR Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Agent Agents may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any XXXXX Successor Rate or SOFR Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or 163368135_4 with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities unrelated to the Credit Agreement or the Borrower that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services commonly used in the banking industry for such purposes in its reasonablediscretion reasonable good faith discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. (c) The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definition of “LIBO Rate”, “Swing Line Rate”any reference rate referred to herein or with respect to any comparable or successor rate thereto.rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Credit Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities not specified in this Agreement, in the ordinary course of business, that may affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, to the extent such determinations are made in accordance with this Agreement, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definition of “Eurocurrency Rate”, “SOFR”, “XXXXX”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service. ARTICLE II.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Benchmark or successor rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities unrelated to this Agreement that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark Replacementor successor rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Benchmark or successor rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for the selection of any such information source or service made by the Administrative Agent in its reasonable discretion or for any error or other action or omission by such information source or service or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The No Agent does not warrant or accept anyresponsibility forwarrants, and nor accepts responsibility, nor shall not any Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definition of “Eurodollar Rate”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”, “U.K. Swing Line Overnight Dollar Rate”, “U.K. Swing Line Alternative Currency Rate”,any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, any Benchmark ReplacementTerm SOFR ReferenceRate Successor Rate or Term SOFR, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement ReplacementTerm SOFR Conforming Changes or any Conforming Changes. The Each Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including any Benchmark ReplacementTerm SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Each Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including any Term SOFR Reference Rate, Term SOFR Successor Rate or any otherBenchmark, Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case, pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definition of “BSBY Rate”, “Alternative Currency Daily Rate” and “Alternative Currency Term Rate”,any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any BSBY Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR of any BSBY Conforming Changes or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, Credit Agreement and shall have no liability to the Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates for Euro-Dollar Loansany reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerAccount Parties. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowerany Account Party, any Lender orany Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definition of “Eurocurrency Rate”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such ratesuch rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Except as specifically set forth herein, the Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or any Canadian Benchmark Replacement) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Successor Rate or any Canadian Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate or any Canadian Benchmark Replacement) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01. 1.09

Interest Rates. (a) . The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definitions of “Daily Simple SOFR”, “Term SOFR”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including any Term SOFR ReferenceRate Successor Rate or Term SOFR, any Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the of any Term SOFR Reference Rate,Term SOFR Conforming Changes or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Alternative Currency Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including any Benchmark ReplacementTerm SOFR Successor Rate or any Alternative Currency Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including any Term SOFR Reference Rate, Term SOFR Successor Rate or any otherBenchmark, Alternative Currency Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “SOFR”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any CHAR1\1975009v1 related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this AgreementAmendment, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates comprising any “Applicable Reference Rate” or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Successor Rate Conforming Changes or Canadian Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerCompany. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark Replacement) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerCompany, any Lender orany Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant warrant, nor or accept anyresponsibility responsibility for, and nor shall not the Administrative Agentit have any liability with respect to, (a) the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rateany reference rate referred to herein, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “Eurodollar RateTerm SOFR” or with respect to any rate (including, orany alternativefor the avoidance of doubt, successor the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate thereto (including including, without limitation, any Benchmark Replacement),including whether the composition or characteristics Replacement)(or any component of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources source(s) or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Benchmark Replacement) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreementhereof, and shall have no liability to the Borrower, any Lender orany Lender, Loan Party or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether otherwise, and whether at law or in equity), ) for any error or other action or omission related to or affecting the selection, determination or calculation of any such rate (or component thereof)provided thereof) provided by any such information source source(s) or service.services. ARTICLE IITHE CREDITSSECTION 2.01II

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurodollar Rate”any reference rate referred to herein or with respect to any comparablerate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate thereto (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service. o Divisions . For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. o [Reserved] .ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurocurrency Rate”any reference rate referred to herein or with respect to any comparable or successor rate thereto.rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Term SOFR ReferenceRate or Term SOFR, Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementTerm SOFR Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including, without limitation, any Term SOFR Reference Successor Rate, Term SOFR or any otherBenchmark, ) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor other adjustment) that is an alternative or replacement rate thereto (including any Benchmark Replacement),including whether the composition for or characteristics of successor to any such alternativerate (including, successor or replacementrate (including without limitation, any Benchmark Replacement) will be similar to(or any component of any of the foregoing) or the effect of any of the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes or Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Benchmark Replacement) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. (a) The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurocurrency Rate”Term SOFR or any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, 40 without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “LIBOR”, orany alternative“Alternative Currency Daily Rate” and “Alternative Currency Term Rate”,any reference rate referred to herein or with respect to any rate (including, successor for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for comparable or successor rate thereto (including to any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor or replacementrate rate (including any Benchmark Replacement, without limitation, any Successor Rate) will be similar to(or any component of any of the foregoing) or the effect of any of the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes or any Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, Credit Agreement and shall have no liability to the Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Except as specifically set forth herein, the Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01. 1.08

Interest Rates. (a) The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, to (a) the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to SOFR or Term SOFR (including, for the Base Rateavoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Term SOFR ReferenceRate or Term SOFR, Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor or replacementrate (including any Benchmark Replacementof the foregoing) will be similar to, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition effect of any Benchmark Replacement of the foregoing, or of any Conforming Changes. The Administrative Agent andits affiliates and its Affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementTerm SOFR Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including, without limitation, any Term SOFR Reference Successor Rate, Term SOFR or any otherBenchmark, ) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Global Administrative Agent does and Funding Agents do not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not Global Administrative Agent nor any Funding Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate rates with respect to any additional Alternative Currency or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “Eurocurrency Rate”, orany alternative“Term SOFR Rate”, successor “Daily Simple SOFR Rate”, “Daily Floating XXXXX Xxxx”, “XXXXX”, “TONAR Rate” or “TIIE Rate” or any rate (including for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate thereto (including any Benchmark Replacement),including whether Successor Rate) or the composition or characteristics effect of any such alternativeof the foregoing. Global Administrative Agent, successor or replacementrate (including any Benchmark Replacement) will be similar to, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Agent andits Funding Agents and their affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Global Administrative Agent and Funding Agents may select information sources or services in its reasonablediscretion their reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “LIBOR Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBORTerm SOFR ReferenceRate or Term SOFR, Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementTerm SOFR Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement rate (including, without limitation, any Term SOFR Reference Successor Rate, Term SOFR or any otherBenchmark, ) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “SOFR”, orany alternative“Alternative Currency Daily Rate” “Alternative Currency Term Rate”, successor any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate thereto (including including, without limitation, any Benchmark Replacement),including whether Successor Rate) or the composition or characteristics effect of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurodollar Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definitions of “Alternative Currency Daily Rate” or “Alternative Currency Term Rate”referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. Changes.9 The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmark, Successor Rate (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages damag es of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or Visa: Amended and Restated Five Year Revolving Credit Agreement replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The TheExcept as specifically set forth herein, the Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities unrelated to the Credit Agreement or any Borrower that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services commonly used in the banking industry for such purposes in its reasonablediscretion reasonable good faith discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definitions of “LIBOR” and “LIBOR Daily Floating Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for, or successor to, any of such ratesrate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “SOFR”, orany alternative“Alternative Currency Daily Rate”, successor “Alternative Currency Term Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate thereto (including including, without limitation, any Benchmark Replacement),including whether Successor Rate) or the composition or characteristics effect of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate or Canadian Benchmark) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate or Canadian Benchmark) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Term SOFR ReferenceRate or Term SOFR, B Facility Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Term B Facility Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities unrelated to the Credit Agreement or any Borrower that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementTerm B Facility Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services commonly used in the banking industry for such purposes in its reasonablediscretion reasonable good faith discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Term B Facility Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor other adjustment) that is an alternative or replacement rate thereto (including any Benchmark Replacement),including whether the composition for or characteristics of successor to any such alternativerate (including, successor or replacementrate (including without limitation, any Benchmark Replacement) will be similar to(or any component of any of the foregoing) or the effect of any of the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits affiliates and its Affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Benchmark Replacement) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.. ARTICLE IITHE CREDITSSECTION 2 THE CREDITS Section 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor other adjustment) that is an alternative or replacement rate thereto (including any Benchmark Replacement),including whether the composition for or characteristics of successor to any such alternativerate (including, successor or replacementrate (including without limitation, any Benchmark Replacement) will be similar to(or any component of any of the foregoing) or the effect of any of the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark Replacement) (or any relevant component of any of the foregoing) or any related spread or other Credit Agreement #95250329v15 adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Benchmark Replacement) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility responsibility for, and nor shall not the Administrative Agent have any liability with respect to, (a) the continuation of, administrationofadministration, submission of, calculation of or and/or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for, or successor to, any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar toof the foregoing), or produce as to the same value or economicequivalence ofeffect of any of the foregoing, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the BorrowerBorrowers. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or CHAR1\0000000x0 2 omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Affected Facility Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Affected Facility Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities unrelated to the Credit Agreement or any Borrower that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementAffected Facility Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the any Borrower. The Administrative Agent may select information sources or services commonly used in the banking industry for such purposes in its reasonablediscretion reasonable good faith discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Affected Facility Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the any Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurodollar Rate”any reference rate referred to herein, the Term SOFR ReferenceRate selection of rates, any related spread or Term SOFRadjustment or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this AgreementAgreements, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.. ARTICLE IITHE CREDITSSECTION 2.01II

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any AMERICAS/2024050510.8 related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the Base Rateavoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base rates in the definition of “LIBOR”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate or Term SOFR ReferenceRate or Term SOFR, Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes or any Term SOFR Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including any Benchmark ReplacementSuccessor Rate or any Term SOFR Successor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rateany reference rate referred to herein or any alternative, the successor or replacement CHAR1\1806478v11CHAR1\1928004v5 rate (including any Successor Rate or any Term SOFR Reference Successor Rate, Term SOFR or any otherBenchmark, ) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity Person for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurocurrency Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR ReferenceRate or Term SOFR, or any component definition thereof or rates referred to in the definition thereofof “Eurocurrency Rate” or with respect to any rate (including, orany alternativefor the avoidance of doubt, successor the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate thereto (including including, without limitation, any Benchmark Replacement),including whether Replacement or any Successor Rate) or the composition or characteristics effect of any such alternative, successor or replacementrate (including any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement Conforming Changes or Successor Rate Conforming Changes. The Administrative Agent andits does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.ARTICLE IITHE CREDITSSECTION 2.01

Interest Rates. The Administrative Agent does not warrant or warrant, nor accept anyresponsibility forresponsibility, and nor shall not the Administrative Agent have any liability with respect to, (a) to the continuation of, administrationofadministration, submission of, calculation of or any other matter related to the Base Raterates in the definition of “Eurodollar Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the Term SOFR ReferenceRate selection of such rate and any related spread or Term SOFRother adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component definition thereof or rates referred to in the definition thereof, orany alternative, successor or replacement rate thereto (including any Benchmark Replacement),including whether the composition or characteristics of any such alternative, successor of the foregoing) or replacementrate (including the effect of any Benchmark Replacement) will be similar toof the foregoing, or produce the same value or economicequivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate,Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,implementation or composition of any Benchmark Replacement LIBOR Successor Rate Conforming Changes. The Administrative Agent andits and its affiliates or other related entities may engage in transactions or other activities that affect the calculation of the BaseRateany reference rate referred to herein, the Term SOFR Reference Rate, Term SOFR, or any alternative, successor or replacement rate(including rate (including, without limitation, any Benchmark ReplacementSuccessor Rate) (or any component of any of the foregoing) or any relevant related spread or other adjustments thereto, in each case, in a manneradverse manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonablediscretion reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR any reference rate referred to herein or any otherBenchmarkalternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component definition thereof or rates referred to in of any of the definition thereofforegoing), in eachcase each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender orany or any other person or entity for damages of any kind, including direct or indirect, special, punitive,, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise andwhether and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any such rate (or component thereof)provided thereof) provided by any such information source or service.. 28 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility) ARTICLE IITHE CREDITSSECTION 2.01II. THE COMMITMENTS AND CREDIT EXTENSIONS