Benchmark Conforming Changes Sample Clauses

Benchmark Conforming Changes. In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Facility Document (other than as provided in the definition of Conforming Changes), any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Facility Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark.

Benchmark Conforming Changes. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to (i) Benchmark Replacement Conforming Changes, (ii) the administration, submission or any other matter relating to the rates in the definition of Benchmark or with respect to any rate that is an alternative, comparable or successor rate thereto or (iii) the effect of any of the foregoing.

Benchmark Conforming Changes. Agent may make Benchmark Conforming Changes from time to time with respect to SOFR, Term SOFR or any Benchmark Replacement. Notwithstanding anything to the contrary in any Loan Document, any amendment implementing such changes shall be effective without further action or consent of any party to any Loan Document. Agent shall post or provide each such amendment to ▇▇▇▇▇▇▇ and Borrower Agent reasonably promptly after it becomes effective.

Benchmark Conforming Changes. 90 Section 2.20 Interest Rate Elections ........................................................................................90 ARTICLE III CONDITIONS PRECEDENT Section 3.01 Conditions Precedent to Initial Advance ............................................................91 Section 3.02 Conditions Precedent to Each Advance ..............................................................93

Benchmark Conforming Changes. The Administrative Agent does not warrant, nor accept responsibility for, norand shall the Administrative Agentnot have any liability with respect to (i) Benchmark Replacement Conforming Changes, (ii) thea) the continuation of, administration of, submission of, calculation of or any other matter relatinged to the Base Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition of Benchmark or with respect to any rate that is anthereof, or any alternative, comparable or successor or replacement rate thereto or (iii) the effect of any of the foregoing.(including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or 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 Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, 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 manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender 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 and whether 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.

Benchmark Conforming Changes. In connection with the implementation of the S OFR Rate or a Benchmark Replacement, the Lender will have the right to make Benchmark Conforming Changes with respect to the SOFR Rate or such Benchmark Replacement from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.

Benchmark Conforming Changes. ​ Ex 10.275 (i) In connection with the use or administration of Term SOFR (defined below), the Lender will have the right to make Conforming Changes (defined below) from time to time and, ​ notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of Maker or any other party to any other Loan Document. (ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, as applicable, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of Maker or any other party to any other Loan Document.

Benchmark Conforming Changes. In connection with the implementation, use, adoption and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Operative Document, any amendments implementing such Benchmark Conforming Changes will become effective at 5:00 P.M. (Montreal time) on the fifth Business Day after the date such proposed amendment is provided to the Borrowers and the Lenders without any action or consent of any other party to this Agreement or any other Operative Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Conforming Changes from Lenders comprising the Required Lenders.

Benchmark Conforming Changes. In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark. Fees. (a) The Borrower shall pay to the Administrative Agent, the Arrangers and/or Lenders such fees as shall have been separately agreed upon in writing pursuant to the Fee Letters in the amounts and at the times so specified. Such fees shall be fully earned when paid, shall not be refundable for any reason whatsoever and shall be payable in Dollars unless otherwise specified. (b) In addition, during the Availability Period, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with the percentage (carried out to the ninth decimal place) of the aggregate Commitments represented by such ▇▇▇▇▇▇’s Commitments at such time, a per annum ticking fee equal to the daily aggregate amount of the Commitments available multiplied by a per annum rate equal to 0.20%. Such fee shall be computed on a daily basis and payable quarterly in arrears on the first day of each January, April, July and October, commencing with the first such date to occur after the Closing Date, and on the Availability Termination Date. The Borrower acknowledges that such fee is a bona fide commitment/ticking fee and is intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes. Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Daily Simple SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360- day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on