Common use of Interest Rates; Benchmark Notification Clause in Contracts

Interest Rates; Benchmark Notification. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or with respect to any alternative, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark prior to its discontinuance or unavailability. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its Affiliates and/or other related Persons may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the Borrower, any Lender or any other 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 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.

Interest Rates; Benchmark Notification. The Administrative interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 13.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent does not warrant nor any Lender warrants or accept accepts any responsibility for, and shall not have any liability with respect toto (a) the continuation of, the administrationadministration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR ) or any Benchmark component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference 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 Canadian Prime Rate, CDOR Rate, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR (or any Benchmark component thereof) prior to its discontinuance or unavailabilityunavailability or (b) the effect, implementation or composition of any Conforming Changes. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark The Agent and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement applicable Lender and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its their respective Affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR any interest rate (or any Benchmark component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrower. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or rates referred to in the definition thereof or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case case, pursuant to and in accordance with the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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 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.

Interest Rates; Benchmark Notification. The Term Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect toto (a) the continuation of, the administrationadministration of, submission of, calculation of or any other matter related to Base RateABR, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark component definition thereof or with respect rates referred to in the definition thereof, or any alternative, successor or replacement rate thereof thereto (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, Base Rateor have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailability. In addition, or (b) the discontinuation effect, implementation or composition of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxxConforming Changes. The Term Administrative Agent and its Affiliates and/or affiliates or other related Persons entities may engage in transactions that affect the calculation of Base RateABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrower. The Term Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base RateABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Adjusted Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.

Interest Rates; Benchmark Notification. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or with respect to any alternative, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark prior to its discontinuance or unavailability. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its Affiliates and/or other related Persons may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the any Borrower, any Lender or any other 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 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.

Interest Rates; Benchmark Notification. The Administrative interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, in respect of any Benchmark, Section 12.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent does not warrant nor any Lender warrants or accept accepts any responsibility for, and shall not have any liability with respect toto (a) the continuation of, the administrationadministration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, CDOR Reference Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Simple SOFR, Adjusted Daily Simple SOFR Compounded XXXXX) or any Benchmark component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference 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 Canadian Prime Rate, CDOR Rate, CDOR Reference Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Simple SOFR, Adjusted Daily Simple SOFR Compounded XXXXX or any other Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR (or any Benchmark component thereof) prior to its discontinuance or unavailabilityunavailability or (b) the effect, implementation or composition of any Conforming Changes. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark The Agent and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement applicable Lender and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its their respective Affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR any interest rate (or any Benchmark component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrower. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or rates referred to in the definition thereof or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case pursuant to and in accordance with the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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 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.

Interest Rates; Benchmark Notification. (a) The interest rate on a Borrowing may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event in respect of any Benchmark, Sections 3.4 and 3.5 provide a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect toto (a) the continuation of, the administrationadministration of, submission of, calculation of, performance of or any other matter related to Base any interest rate used in this Agreement (including Canadian Prime Rate, CDOR Reference Rate, CDOR Rate, Base Rate (Canada), SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Simple SOFR, Adjusted Daily Simple SOFR Compounded XXXXX) or any Benchmark component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference 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, Canadian Prime Rate, CDOR Reference Rate, CDOR Rate, Base RateRate (Canada), SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Simple SOFR, Adjusted Daily Simple SOFR Compounded XXXXX or any other Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR (or any Benchmark component thereof) prior to its discontinuance or unavailability. In additionunavailability or (b) the effect, the discontinuation implementation or composition of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxxConforming Changes. The Administrative Agent and its Affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR any interest rate (or any Benchmark component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement raterates referred to in the definition thereof, in each case pursuant to and in accordance with the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the any Borrower, any Lender or any other 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 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.

Interest Rates; Benchmark Notification. The Administrative interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, in respect of any Benchmark, Section 12.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent does not warrant nor any Lender warrants or accept accepts any responsibility for, and shall not have any liability with respect toto (a) the continuation of, the administrationadministration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Applicable CDOR Rate, Canadian Prime Rate, CDOR Reference Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Simple SOFR, Adjusted Daily Simple SOFR Compounded XXXXX) or any Benchmark component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference 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 Applicable CDOR Rate, Canadian Prime Rate, CDOR Rate, CDOR Reference Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Simple SOFR, Adjusted Daily Simple SOFR Compounded XXXXX or any other Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR (or any Benchmark component thereof) prior to its discontinuance or unavailabilityunavailability or (b) the effect, implementation or composition of any Conforming Changes. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark The Agent and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement applicable Lender and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its their respective Affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR any interest rate (or any Benchmark component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrower. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or rates referred to in the definition thereof or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case case, pursuant to and in accordance with the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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 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.

Interest Rates; Benchmark Notification. The Administrative interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event in respect of any Benchmark, Section 13.4 provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to: (a) the continuation of, the administrationadministration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Reference Rate, CDOR Successor Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Simple SOFR, Adjusted Daily Simple SOFR Compounded XXXXX or any Benchmark component definition thereof) or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference 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 Canadian Prime Rate, CDOR Reference Rate, CDOR Successor Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Simple SOFR, Adjusted Daily Simple SOFR Compounded XXXXX or any other Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR (or any Benchmark component thereof) prior to its discontinuance or unavailability. In addition, or (b) the discontinuation effect, implementation or composition of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxxConforming Changes. The Administrative Agent and its Affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR any interest rate (or any Benchmark component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent in a manner adverse to be conclusive, absent manifest errora Borrower. The Administrative Agent may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or rates referred to in the definition thereof or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case pursuant to and in accordance with the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the any Borrower, any Lender or any other 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 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.11 provides the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.11(d), of any change to the reference rate upon which the interest rate on Term Benchmark Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect toto (a) the continuation of, the administrationadministration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Rate or Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark component definition thereof or with respect rates referred to in the definition thereof, or any alternative, successor or replacement rate thereof thereto (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or have the same volume or liquidity liquidity, as did the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailability. In additionunavailability or (b) the effect, the discontinuation implementation or composition of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxxReplacement Conforming Changes. The Administrative Agent and its Affiliates and/or affiliates or other related Persons entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.

Interest Rates; Benchmark Notification. The Administrative interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event in respect of any Benchmark, Section 12.2 provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to: (a) the continuation of, the administrationadministration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, the U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFRXXXXX, the Term XXXXX Reference Rate, Adjusted Term XXXXX, Adjusted Daily Simple SOFR Compounded XXXXX or Daily Compounded XXXXX) or any Benchmark component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference 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 Canadian Prime Rate, the U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFRXXXXX, Adjusted Daily Simple SOFR or any Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR XXXXX Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFRXXXXX, Adjusted Daily Simple SOFR Compounded XXXXX or Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability. In addition, or (b) the discontinuation effect, implementation or composition of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxxConforming Changes. The Administrative Agent and its Affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR any interest rate (or any Benchmark component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent in a manner adverse to be conclusive, absent manifest errora Borrower. The Administrative Agent may select information sources or services in its reasonable discretion discretion, acting reasonably, to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or rates referred to in the definition thereof or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case pursuant to and in accordance with the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the any Borrower, any Lender or any other 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 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission submission, performance or any other matter related to Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFRSOFR Rate, Term SOFRSOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or with respect to any alternative, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.082.14(b), upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii2.14(c), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFRSOFR Rate, Term SOFRSOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or have the same volume or liquidity as did Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFRSOFR Rate, Term SOFRSOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark prior to its discontinuance or unavailability. In addition, the discontinuation of Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFRSOFR Rate, Term SOFRSOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its Affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFRSOFR Rate, Term SOFRSOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFRSOFR Rate, Term SOFRSOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, Term SOFR Reference Rate, Adjusted Term SOFRSOFR Rate, Term SOFRSOFR Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the Borrower, any Lender or any other Person 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.

Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.19(a) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant warrant, nor or accept any responsibility for, and norand shall not the Administrative Agentnot have any liability with respect toto (a), the administrationcontinuation of, administration of, submission of, calculation ofperformance or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark other Benchmark, or any component definition thereof or rates referred to in the definition thereof, orany interest rate used in this Agreement, or with respect to any alternative, or successor rate thereto, or replacement rate thereof thereto (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii)Replacement)thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) ), will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR such Benchmark or any other Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark existing interest rate prior to its discontinuance or unavailability. In addition, or (b) the discontinuation effect, implementation or composition of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxxReplacement Conforming Changes. The Administrative Agent and its Affiliates affiliates and/or other related Persons entities may engage in transactions that affect the calculation of the Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR Rate or a Benchmark,any Benchmark interest rate used in this Agreement or any alternative, successor or replacement replacementalternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Term SOFR Reference Rateany Benchmarkany interest rate used in this Agreement, Adjusted Term SOFRany component thereof, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement raterates referenced in the definition thereof, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the BorrowerBorrowers, any Lender or any other Person 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.

Interest Rates; Benchmark Notification. The Administrative interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 12.1 provides a mechanism for determining an alternative rate of interest. Neither the Agent does not warrant nor any Lender warrants or accept accepts any responsibility for, and shall not have any liability with respect toto (a) the continuation of, the administrationadministration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Applicable CDOR Rate, Canadian Prime Rate, CDOR Rate, CDOR, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR ) or any Benchmark component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference 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 Applicable CDOR Rate, Canadian Prime Rate, CDOR Rate, CDOR, One Month CDOR Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR (or any Benchmark component thereof) prior to its discontinuance or unavailabilityunavailability or (b) the effect, implementation or composition of any Conforming Changes. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark The Agent and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement applicable Lender and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its their respective Affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR any interest rate (or any Benchmark component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrower. The Administrative Agent and any applicable Lender may select information sources or services in its reasonable discretion to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or rates referred to in the definition thereof or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case case, pursuant to and in accordance with the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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 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.

Interest Rates; Benchmark Notification. The Administrative interest rate on Advances may be derived from an interest rate on Advances. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate, uponbenchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.9(b) and (c) provide theprovides a mechanism for determining an alternative rate of interest. The Agent will promptly notify the Borrower, pursuant to Section 2.9(e), of any change to the reference rate upon which the interest rate on Advances is based. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission submission, performance or any other matter related to Base Ratethe London interbank offeredany interest rate or other ratesused in the definition of “LIBO Rate”this Agreement, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.082.9(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii2.9(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark the LIBO Rateexisting interest rate being replaced or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark the London interbank offeredany existing interest rate prior to its discontinuance or unavailability. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxx. The Administrative Agent and its Affiliates affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark interest rate used in this Agreement or any alternative, successor or replacement alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by in a manner adverse to the Administrative Agent to be conclusive, absent manifest errorBorrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement raterates referenced in the definition thereof, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.

Interest Rates; Benchmark Notification. The Administrative interest rate on a Loan denominated in United States Dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 13.4 provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to: (a) the continuation of, the administrationadministration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Rate, CDOR Successor Rate, U.S. Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR or any Benchmark component definition thereof or rates referred to in the definition thereof, or with respect to any alternativealternative or successor rate thereto, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any Benchmark Replacement) implemented pursuant to Section 2.08, upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.08(b)(ii), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference 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 Canadian Prime Rate, CDOR Rate, CDOR Successor Rate, U.S. Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or have SOFR, SOFR, the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability. In addition, or (b) the discontinuation effect, implementation or composition of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as xxxxxxConforming Changes. The Administrative Agent and its Affiliates affiliates and/or other related Persons entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR any interest rate (or any Benchmark component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent in a manner adverse to be conclusive, absent manifest errora Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rateany interest rate used in this Agreement, Term SOFR Reference Rateany component thereof, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or rates referred to in the definition thereof or any Benchmark or any such alternative, successor or replacement rateother Benchmark, in each case pursuant to and in accordance with the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time)Agreement, and shall have no liability to the any Borrower, any Lender or any other 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 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.